[Federal Register Volume 63, Number 55 (Monday, March 23, 1998)]
[Proposed Rules]
[Pages 13988-14018]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-7072]



  Federal Register / Vol. 63, No. 55 / Monday, March 23, 1998 / 
Proposed Rules  

[[Page 13988]]



SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 230, 239, 270, and 274

[Release Nos. 33-7514; IC-23066; File No. S7-9-98]
RIN 3235-AG37


Registration Form for Insurance Company Separate Accounts 
Registered as Unit Investment Trusts that Offer Variable Life Insurance 
Policies

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule.

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SUMMARY: The Securities and Exchange Commission is proposing a new Form 
N-6 for insurance company separate accounts that are registered as unit 
investment trusts and that offer variable life insurance policies. The 
form would be used by these separate accounts to register under the 
Investment Company Act of 1940 and to offer their securities under the 
Securities Act of 1933. For these registrants, the proposed form would 
replace Form N-8B-2, currently used by all unit investment trusts to 
register under the Investment Company Act, and Form S-6, currently used 
by all unit investment trusts to offer their securities under the 
Securities Act. The proposed form would focus prospectus disclosure on 
essential information that would assist an investor in deciding whether 
to invest in a particular variable life insurance policy. The proposed 
form also would minimize prospectus disclosure about technical and 
legal matters, improve disclosure of fees and charges, and streamline 
the registration process by replacing two forms that were not 
specifically designed for variable life insurance policies with a 
single form tailored to these products.

DATES: Comments must be received on or before July 1, 1998.

ADDRESSES: Comments should be submitted in triplicate to Jonathan G. 
Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, 
N.W., Washington, D.C. 20549-6009. Comments also may be submitted 
electronically at the following E-mail address: [email protected]. 
All comment letters should refer to File No. S7-9-98; this file number 
should be included on the subject line if E-mail is used. All comments 
received will be available for public inspection and copying in the 
Commission's Public Reference Room, 450 Fifth Street, N.W., Washington, 
D.C. 20549-6009. Electronically submitted comments also will be posted 
on the Commission's Internet site (http://www.sec.gov).

FOR FURTHER INFORMATION CONTACT: Keith E. Carpenter, Senior Counsel, 
Ethan D. Corey, Senior Counsel, Megan L. Dunphy, Attorney, Michael B. 
Koffler, Attorney, Susan M. Olson, Attorney, Kevin M. Kirchoff, Branch 
Chief, Cindy J. Rose, Chief Financial Analyst, or Susan Nash, Assistant 
Director, (202) 942-0670, Office of Insurance Products, Division of 
Investment Management, Securities and Exchange Commission, 450 Fifth 
Street, N.W., Mail Stop 5-6, Washington, D.C. 20549-6009.

SUPPLEMENTARY INFORMATION: The Securities and Exchange Commission 
(``Commission'') is proposing for comment a new Form N-6 [17 CFR 
239.17c; 17 CFR 274.11d] for insurance company separate accounts that 
are registered as unit investment trusts and that offer variable life 
insurance policies. The form would be used by these separate accounts 
to register under the Investment Company Act of 1940 [15 U.S.C. 80a-1 
et seq.] (``Investment Company Act'') and to offer their securities 
under the Securities Act of 1933 [15 U.S.C. 77a et seq.] (``Securities 
Act''). For these registrants, the proposed form would replace Forms N-
8B-2 [17 CFR 274.12] and S-6 [17 CFR 239.16], currently used by all 
unit investment trusts to register under the Investment Company Act and 
to offer their securities under the Securities Act. The Commission also 
is proposing technical amendments to rules 134b, 430, 430A, 495, 496, 
and 497 under the Securities Act [17 CFR 230.134b, 230.430, 230.430A, 
230.495, 230.496, 230.497]; rules 8b-11 and 8b-12 under the Investment 
Company Act [17 CFR 270.8b-11, 270.8b-12]; and Form N-8B-2 [17 CFR 
274.12]. Finally, the Commission is requesting comment on whether it 
should rescind Form N-1 [17 CFR 274.11], the registration form used by 
insurance company separate accounts that are registered as open-end 
management investment companies and that offer variable life insurance 
policies.

Table of Contents

I. Introduction and Executive Summary
II. Discussion
    A. General Instructions
    B. Part A--Information in the Prospectus
    1. Item 1--Front and Back Cover Pages
    2. Item 2--Risk/Benefit Summary: Benefits and Risks
    3. Item 3--Risk/Benefit Summary: Fee Table
    4. Item 4--General Description of Registrant, Depositor, and 
Portfolio Companies
    5. Item 5--Charges
    6. Item 6--General Description of Contracts
    7. Item 7--Premiums
    8. Item 8--Death Benefits and Contract Values
    9. Item 9--Surrenders, Partial Surrenders, and Partial 
Withdrawals
    10. Item 10--Loans
    11. Item 11--Lapse and Reinstatement
    12. Item 12--Taxes
    13. Item 13--Legal Proceedings
    14. Item 14--Financial Statements
    C. Part B--Statement of Additional Information
    1. Item 24--Financial Statements
    2. Item 25--Performance Data
    3. Item 26--Illustrations
    D. Part C--Other Information
    1. Item 27--Exhibits
    2. Item 34--Fee Representation
    3. Undertaking to Update Prospectus
    E. Technical Rule Amendments
    F. Transition Period
    G. Form N-1
III. General Request for Comments
IV. Paperwork Reduction Act
V. Cost/Benefit Analysis
VI. Regulatory Flexibility Act Certification
VII. Statutory Authority
Text of Proposed Amendments

I. Introduction and Executive Summary

Variable Life Insurance

    Variable life insurance is similar to traditional life insurance, 
except that the cash value and/or death benefit vary based on the 
investment performance of the assets in which the premium payments are 
invested. Under a traditional life insurance policy, premium payments 
are allocated to an insurer's general account and invested, consistent 
with state law requirements, to enable the insurer to meet its death 
benefit and cash value guarantees. The investment return on assets in 
the general account has little or no direct effect on the cash value or 
the death benefit received.
    Premium payments under a variable life policy, in contrast, are 
invested in an insurance company separate account, which generally is 
not subject to state law investment restrictions. A variable life 
policyholder typically is offered a variety of investment options 
(e.g., equity, bond, and money market mutual funds). Death benefits and 
cash values are directly related to performance of the separate 
account, although typically there is a guaranteed minimum death 
benefit.
    Variable life insurance was introduced in the early 1970s. During 
the years from the end of World War II to the late 1960s, there was a 
significant decline in the share of savings dollars invested with life 
insurance companies. In an effort to counteract this trend, insurers 
began to offer a greater variety of products, including equity-based 
products such as variable life

[[Page 13989]]

insurance.\1\ In recent years, variable life insurance has become an 
increasingly important segment of the insurance industry. By the end of 
1996, variable life insurance accounted for almost one quarter of U.S. 
life insurance sales, up from 6% four years earlier.\2\ Throughout the 
1990s, assets in variable life products have grown steadily, from $4.3 
billion in 1990 to more than $33 billion in December 1997.\3\
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    \1\ SEC, Division of Investment Management, Variable Life 
Insurance and the Petition for the Issuance and Amendment of 
Exemptive Rules at 1-2 (Jan. 1973).
    \2\ Rybka, The Variable Life Revolution, NAVA Outlook, July/Aug. 
1997, at 1.
    \3\ Lipper Variable Insurance Products Performance Analysis 
Service, Vol. I, at 190-91 (Jan. 1998).
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Current Forms for Variable Life Insurance Registration

    A separate account funding a variable life insurance policy most 
commonly is registered as a unit investment trust under the Investment 
Company Act.\4\ Separate accounts registered as unit investment trusts 
are divided into sub-accounts, each of which invests in a different 
open-end management investment company, or mutual fund (``Portfolio 
Company'').\5\
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    \4\ Section 4(2) of the Investment Company Act defines ``unit 
investment trust'' as ``an investment company which (A) is organized 
under a trust indenture, contract of custodianship or agency, or 
similar instrument, (B) does not have a board of directors, and (C) 
issues only redeemable securities, each of which represents an 
undivided interest in a unit of specified securities, but does not 
include a voting trust.'' 15 U.S.C. 80a-4(2).
    \5\ An open-end management investment company is an investment 
company, other than a unit investment trust or face amount 
certificate company, that offers for sale or has outstanding any 
redeemable security of which it is the issuer. Section 4(3) of the 
Investment Company Act [15 U.S.C. 80a-4(3)]; Section 5(a)(1) of the 
Investment Company Act [15 U.S.C. 80a-5(a)(1)]. As an alternative to 
the structure described in the text, a variable life insurance 
separate account can be organized in a single-tier structure, as an 
open-end management investment company. Today, this structure is 
used by few, if any, variable life insurance registrants.
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    Both separate account unit investment trusts and the Portfolio 
Companies in which they invest are registered as investment companies 
under the Investment Company Act, and their securities are registered 
under the Securities Act. Investors in variable life insurance policies 
receive the prospectuses for both the separate account unit investment 
trust and the Portfolio Companies. Portfolio Companies, as mutual 
funds, use Form N-1A to register under the Investment Company Act and 
to register their shares under the Securities Act.\6\ Variable life 
separate accounts, as unit investment trusts, register under the 
Investment Company Act on Form N-8B-2 and register their securities 
under the Securities Act on Form S-6.
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    \6\ 17 CFR 274.11A.
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    Forms N-8B-2 and S-6 were designed for non-separate account unit 
investment trusts and were adopted before the establishment of the 
first separate account to fund variable life insurance policies. While 
much of their required disclosure is useful, the forms request some 
information that is not typically of consequence to a buyer of variable 
life insurance. More importantly, many matters that would be 
significant to a buyer of a variable life insurance policy are not 
addressed at all by the forms. Over time, the Commission staff has 
sought to deal with these shortcomings on a piecemeal basis by 
developing disclosure standards that require a description of the 
important features of the variable life insurance policy and the 
separate account. The Commission believes that these standards should 
be codified in a more appropriately designed form.
    Another shortcoming of Forms N-8B2 and S-6 is that they do not 
reflect fundamental improvements that the Commission has made to other 
investment company registration forms, such as Form N-4 for variable 
annuities and Form N-1A for mutual funds, which facilitate clearer and 
more concise disclosure to investors.\7\ As a result, variable life 
insurance prospectuses are often unnecessarily lengthy and complex.
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    \7\ Form N-1A [17 CFR 274.11A]; Form N-4 [17 CFR 274.11c]; 
Investment Company Act Release No. 13689 (Dec. 23, 1983) [49 FR 614] 
(``N-4 Proposing Release''); Investment Company Act Release No. 
14575 (June 14, 1985) [50 FR 26145] (``N-4 Adopting Release''); 
Investment Company Act Release No. 12927 (Dec. 27, 1982) [48 FR 813] 
(``1982 N-1A Proposing Release''); Investment Company Act Release 
No. 13436 (Aug. 12, 1983) [48 FR 37928] (``1983 N-1A Adopting 
Release''); Investment Company Act Release No. 22528 (Feb. 27, 1997) 
[62 FR 10898], correction [62 FR 24160] (``1997 N-1A Proposing 
Release''); Investment Company Act Release No. 23064 (Mar. 13, 1998) 
(``1998 N-1A Adopting Release'').
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    When Form N-4 was considered in the 1980s, the Commission indicated 
that it did not expect to propose separate registration forms for 
variable life insurance registrants until it had acquired more 
experience with variable life insurance policies.\8\ The Commission now 
believes that the benefits of its prospectus improvement initiatives 
should be extended to unit investment trust separate accounts that 
offer variable life insurance policies. These benefits include a two-
part registration form, consisting of a simplified prospectus designed 
to contain essential information that assists an investor in making an 
investment decision, and a ``Statement of Additional Information'' 
(``SAI''), containing more extensive information and detailed 
discussion of matters included in the prospectus that investors could 
obtain upon request. They also include the use of a single integrated 
form for both Investment Company Act and Securities Act registration, 
eliminating unnecessary paperwork and duplicative reporting.\9\
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    \8\ N-4 Proposing Release, supra note 7, at 615, note 6.
    \9\ See Investment Company Release No. 10378 (Aug. 28, 1978) [43 
FR 39548] (integration of Investment Company Act and Securities Act 
reporting and disclosure requirements in adoption of Form N-1).
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Improved Communication to Investors

    The Commission is committed to improving the disclosure provided to 
variable life insurance investors. Toward that end, the Commission has 
developed Form N-6, which it proposes today for public comment. Unlike 
the current forms, proposed Form N-6 is specifically tailored to 
variable life insurance. The proposed requirements of the form focus on 
information that is essential to a decision to invest in a particular 
variable life insurance policy, and the form is intended to enhance the 
comparability of information about variable life insurance policies. 
The proposal seeks to promote more effective communication of 
information about variable life insurance policies.
    Today's proposal is the latest Commission action in its continuing 
effort and long-standing commitment to improve the quality of 
disclosure available to investment company investors. In 1983, the 
Commission introduced the innovative two-part disclosure format for 
mutual funds.\10\ This format was extended to variable annuities in 
1985.\11\ Subsequently, the Commission adopted a number of other 
initiatives to improve investment company disclosure, including uniform 
fee tables for mutual funds and variable annuities.\12\
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    \10\ 1983 N-1A Adopting Release, supra note 7.
    \11\ N-4 Adopting Release, supra note 7.
    \12\ Investment Company Act Release No. 16244 (Feb. 1, 1988) [53 
FR 3192] (``N-1A Fee Table Adopting Release''); Investment Company 
Act Release No. 16766 (Jan. 23, 1989) [54 FR 4772] (``N-4 Fee Table 
Adopting Release'').
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    In the past few years, the Commission has taken significant steps 
to improve investment company disclosure. In 1995, the Commission 
issued a release requesting comment on ways to improve risk disclosure 
and comparability of mutual fund risk levels.\13\ Today, the Commission 
is adopting a comprehensive revision of Form N-1A,

[[Page 13990]]

the mutual fund disclosure form, to provide a standardized risk/return 
summary at the beginning of every mutual fund prospectus, require 
mutual funds to prepare disclosure documents using plain English, and 
eliminate prospectus clutter that obscures information that is helpful 
to investors making an investment decision.\14\ The Commission also is 
adopting a new rule to permit mutual funds to provide investors with a 
``profile,'' a disclosure document summarizing key information about a 
fund, including the fund's investment strategies, risks, performance, 
and fees, in a concise, standardized format. A fund that makes a 
profile available will be able to offer investors a choice of the 
amount of information that they wish to consider before making an 
investment decision.\15\
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    \13\ Investment Company Act Release No. 20974 (Mar. 29, 1995) 
[60 FR 17172] (``Risk Concept Release'').
    \14\ 1998 N-1A Adopting Release, supra note 7.
    \15\ Rule 498 under the Securities Act [17 CFR 230.498]; 
Investment Company Act Release No. 23065 (Mar. 13, 1998) (``Profile 
Adopting Release'').
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    The Commission's investment company disclosure initiatives are part 
of its broad undertaking to bring sweeping revisions to prospectus 
disclosure for all public companies.\16\ The Commission is committed to 
making all prospectuses simpler, clearer, and more useful, and to 
eliminating jargon and boilerplate. As part of its commitment, the 
Commission recently adopted rule amendments to require the use of plain 
English principles in drafting prospectuses and to provide other 
guidance on improving the readability of prospectuses.\17\ The 
Commission's plain English principles reflect fundamentals of clear 
communication and contemplate disclosure documents that:
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    \16\ See Levitt, Plain English in Prospectuses, N.Y. ST. B.J., 
Nov. 1997, at 36.
    \17\ See Securities Act Release No. 7497 (Jan. 28, 1998) [63 FR 
6370](''Plain English Adopting Release''). The Commission adopted a 
plain English rule that sets out six basic principles of clear 
writing. Rule 421(d) under the Securities Act [17 CFR 230.421(d)]. 
The six principles specified in the rule are: (i) Active voice; (ii) 
short sentences; (iii) definite, concrete everyday words; (iv) 
tabular presentation or ``bullet'' lists for complex material, 
whenever possible; (v) no legal jargon, or highly technical business 
terms; and (vi) no multiple negatives. As part of the plain English 
initiatives, the Commission plans to issue A Handbook on Plain 
English: How to Create Clear SEC Disclosure Documents, prepared by 
the Commission's Office of Investor Education and Assistance.
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     Present information in an easily readable format;
     Use everyday language that investors can easily 
understand; and
     Eliminate repetition of disclosure that lengthens a 
document and overwhelms the investor.

Goals of Proposed Form N-6

    The proposed Form N-6 is another significant step to improve 
disclosure to investment company investors. If adopted, Form N-6 would 
have the following benefits.
     Tailored Registration Form. Proposed Form N-6 would 
eliminate requirements in the current registration forms that are not 
relevant to variable life insurance.\18\ Proposed Form N-6 also would 
include items that are specifically addressed to variable life 
insurance products, such as descriptions of contractual provisions 
relating to premiums, death benefits, cash values, surrenders and 
withdrawals, and loans.\19\
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    \18\ For example, Item 33 of Form N-8B-2 requires extensive 
disclosure about compensation of the insurer's employees.
    \19\ Proposed Items 7 (premiums), 8 (death benefits and cash 
values), 9 (surrenders and withdrawals), and 10 (loans).
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     Plain English. The Commission's recently adopted plain 
English rule would apply to the front and back cover pages and the 
risk/benefit summary in the variable life insurance prospectus.\20\ 
This should result in better, clearer disclosure to investors.
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    \20\ Rule 421(d) under the Securities Act [17 CFR 230.421(d)].
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     Reducing Complex and Lengthy Prospectus Disclosure. 
Proposed Form N-6 would streamline variable life prospectus disclosure 
by adopting a two-part format consisting of a simplified prospectus, 
designed to contain essential information that assists an investor in 
making an investment decision, and an SAI, containing more extensive 
information and detailed discussion of matters included in the 
prospectus that investors could obtain upon request.
     Standardized Fee Information. Mutual funds and variable 
annuities are required to provide a uniform, tabular presentation of 
fees and charges that is intended to improve investor understanding of 
fees and charges and increase comparability. Proposed Form N-6 would 
impose a similar requirement on variable life insurance registrants, in 
order to improve the disclosure to investors of the often complex 
charges associated with variable life insurance policies and increase, 
to the greatest extent possible, the comparability of charges among 
policies.
     Integrated Disclosure Document. Proposed Form N-6 would 
provide variable life insurance registrants with an integrated form for 
Investment Company Act and Securities Act registration, eliminating 
unnecessary paperwork and duplicative reporting.
    Proposed Form N-6 is designed to promote more effective 
communication of information about variable life insurance policies. 
The proposal would advance Commission efforts to improve investment 
company prospectus disclosure beginning with the adoption of the two-
part disclosure format for mutual funds in 1983. Proposed Form N-6, if 
adopted, would represent a significant step toward the Commission's 
goal of better, clearer, more concise disclosure for all investors.

II. Discussion

    To make the requirements of proposed Form N-6 easy to follow, this 
release addresses items in the order in which they appear in the form.

A. General Instructions

    The proposed General Instructions to Form N-6 provide guidance on 
the use and content of the form. They are similar to the General 
Instructions to Forms N-4 and N-1A. The General Instructions to Form N-
6 would consist of: (i) Definitions; (ii) Filing and Use of Form N-6; 
(iii) Preparation of the Registration Statement; and (iv) Incorporation 
by Reference. They reflect the recent amendments to Form N-1A that 
updated and reorganized the General Instructions to make them easier to 
use.\21\
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    \21\ General Instructions to Form N-1A; 1998 N-1A Adopting 
Release, supra note 7; 1997 N-1A Proposing Release, supra note 7, at 
10919-20.
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    Proposed General Instruction A would define certain terms used 
throughout Form N-6, providing clarity and avoiding repeated references 
throughout the form. Proposed General Instruction B on the filing and 
use of Form N-6 would incorporate the user-friendly, question-and-
answer format of Form N-1A.\22\
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    \22\ General Instruction B of Form N-1A.
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    Proposed General Instruction C would provide streamlined 
instructions for preparing the registration statement. Like the 
comparable Instructions in Forms N-4 and N-1A, General Instruction C 
would emphasize the need to provide clear and concise prospectus 
disclosure.\23\ It would permit a registrant to include in its 
prospectus or SAI information that is not otherwise required by Form N-
6, as long as the information is not misleading and does not, because 
of its nature, quantity, or manner of presentation, obscure required 
disclosures.
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    \23\ General Instruction C.1(a) of Form N-1A; General 
Instruction I of Form N-4.
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    Like the comparable instruction in Form N-1A, Proposed General 
Instruction C includes a statement of the

[[Page 13991]]

basic disclosure principles that underlie today's proposal.\24\ The 
Commission believes that applying these principles consistently when 
preparing variable life insurance disclosure documents will result in 
high quality documents that effectively communicate information to 
investors.
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    \24\ 1998 N-1A Adopting Release, supra note 7.
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    General Instruction C includes a set of drafting guidelines that 
are designed to improve prospectus disclosure. The proposed Instruction 
would encourage registrants to avoid cross-references in the prospectus 
to the SAI. Repeated cross-references to the SAI add unnecessary length 
and complexity to prospectuses and often preclude prospectuses from 
disclosing information effectively to investors.
    Proposed General Instruction C would clarify that the recently 
adopted plain English requirements of rule 421 under the Securities Act 
apply to a prospectus prepared on Form N-6.\25\ Rule 421(b) sets out 
general requirements that the entire prospectus be clear, concise, and 
understandable and provides guidance on how to draft prospectuses that 
meet this standard.
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    \25\ 17 CFR 230.421; Proposed General Instruction C.1.(e).
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    Under proposed Form N-6, a registrant would need to draft the front 
and back cover pages and the risk/benefit summary of a variable life 
insurance prospectus in accordance with the provisions of rule 
421(d).\26\ In meeting these requirements, a registrant would need to 
use plain English principles in the organization, language, and design 
of these sections of its prospectus. Registrants also would be required 
to comply substantially with the following six principles of clear 
writing:
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    \26\ 17 CFR 230.421(d); Proposed Items 1, 2, and 3.
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     Short sentences;
     Definite, concrete, everyday language;
     Active voice;
     Tabular presentation or bullet lists for complex material, 
whenever possible;
     No legal jargon or highly technical business terms; and
     No multiple negatives.
    Proposed General Instruction C would address the manner in which 
information should be presented when a single prospectus is used for 
more than one variable life insurance policy or for a policy that is 
sold in both the group and individual markets. Generally, registrants 
would be given flexibility to present the information in a format 
designed to communicate the information effectively. The Commission 
notes, however, that a single prospectus should be used for more than 
one variable life insurance policy, or for a policy that is sold in 
both the group and individual markets, only when the disclosure can be 
presented clearly, concisely, and in a manner that is understandable to 
investors.
    Proposed General Instruction D would address incorporation by 
reference in a manner similar to Form N-1A.\27\ The proposed 
Instruction would permit, but not require, a registrant to incorporate 
the SAI by reference into the prospectus. The Instruction clarifies 
that incorporating information by reference from the SAI is not 
permitted as a response to information required to be included in the 
prospectus.
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    \27\ General Instruction D of Form N-1A.
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    Form N-4 contains an instruction permitting the form to be used for 
registration under the Securities Act of variable annuity contracts 
funded by separate accounts that would be required to be registered 
under the Investment Company Act as unit investment trusts except for 
the exclusion in Section 3(c)(11) of the Act.\28\ Proposed Form N-6 
does not contain a comparable instruction because the Commission is not 
aware of any variable life insurance policies that are funded by 
separate accounts that are not registered under the Investment Company 
Act. Comment is requested on whether such an instruction should be 
included in Form N-6.
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    \28\ General Instruction A of Form N-4; N-4 Adopting Release, 
supra note 7, at 26148; N-4 Proposing Release, supra note 7, at 619. 
Section 3(c)(11) of the Investment Company Act excludes from the 
definition of investment company ``any separate account the assets 
of which are derived solely from (A) contributions under pension or 
profit-sharing plans which meet the requirements of section 401 of 
the Internal Revenue Code of 1986 or the requirements for deduction 
of the employer's contribution under section 404(a)(2) of such Code, 
(B) contributions under governmental plans in connection with which 
interests, participations, or securities are exempted from the 
registration provisions of section 5 of the Securities Act of 1933 
by section 3(a)(2)(C) of such Act, and (C) advances made by an 
insurance company in connection with the operation of such separate 
account.'' 15 U.S.C. 80a-3(c)(11).
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B. Part A--Information in the Prospectus

1. Item 1--Front and Back Cover Pages
    Proposed Item 1 contains requirements for the outside front and 
back cover pages of the prospectus similar to those in Form N-1A.\29\ 
The proposed requirements are intended to prevent ``cluttering'' the 
prospectus cover page and avoid repeating information contained within 
the prospectus.
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    \29\ Item 1 of Form N-1A; 1998 N-1A Adopting Release, supra note 
7; 1997 N-1A Proposing Release, supra note 7, at 10902.
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    The front cover page would be required to include the names of the 
registrant and depositor. In addition, the registrant would be required 
to indicate the types of variable life insurance policies offered by 
the prospectus (e.g., group, individual, scheduled premium, flexible 
premium) and the date of the prospectus. Finally, the form would 
require the disclaimer pursuant to rule 481 under the Securities Act 
that the Commission has not approved the securities being offered or 
the accuracy or adequacy of the prospectus.\30\
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    \30\ Proposed Item 1(a).
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    Unlike Form N-4, the cover page would not be required to state the 
names of the Portfolio Companies or to disclose limitations on the 
class or classes of purchasers to whom the policy is being offered.\31\ 
This disclosure would be repetitive because registrants would be 
required to provide the same information within the prospectus.\32\
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    \31\ Items 1(a) (iv) and (viii) of Form N-4.
    \32\ Proposed Items 4(c) and 6(f).
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    The proposal would consolidate disclosure about the availability of 
additional information on the back cover page of the prospectus. As in 
Form N-1A, the back cover page would include a statement that the SAI 
is available, without charge, on request and a telephone number that 
investors could use to obtain the SAI as well as other information. 
Registrants would be required to send the SAI within three days of 
receipt of a request. Registrants also would be required to indicate 
whether information is incorporated by reference into the prospectus 
and, unless the information is delivered with the prospectus, explain 
that it will be provided, without charge, on request. Finally, the 
proposal would require that the back cover page include disclosure that 
information about the registrant is available from the Commission and 
how that information may be obtained.\33\
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    \33\ Proposed Item 1(b).
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2. Item 2--Risk/Benefit Summary: Benefits and Risks
    Proposed Form N-6 would require at the beginning of every 
prospectus a risk/benefit summary that would provide key information 
about a policy's risks, benefits, and fees. This information would be 
required to appear in a specific sequence. The risk/benefit summary is 
intended to respond to investors' strong preference for summary 
information in a standardized format.\34\ It would provide all 
investors

[[Page 13992]]

with key information about a policy in a standardized, easily 
accessible place. This would help investors to evaluate and compare 
variable life insurance policies. The proposed risk/benefit summary is 
consistent with the approach taken in today's amendments to Form N-1A 
and the release adopting the plain English rule.\35\ The Commission 
requests comment on the sequence requirement and whether any particular 
format should be required for the risk/benefit summary.
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    \34\ Participants in focus groups conducted on behalf of the 
Commission, for example, expressed strong support for summary 
information about mutual funds in a standardized format. In 
addition, in connection with an initiative to permit mutual funds to 
use profiles summarizing key information, many individual investors 
have written to the Commission about the need for concise, summary 
information relating to a fund. In keeping with the goal of 
providing key information in a standardized summary, proposed 
General Instruction C.3.(b) would not permit a registrant to include 
in the risk/benefit summary information that is not required or 
otherwise permitted by the items prescribing the risk/benefit 
summary.
    \35\ 1998 Form N-1A Adopting Release, supra note 7; Plain 
English Adopting Release, supra note 17, at 6373.
---------------------------------------------------------------------------

    Risks associated with Portfolio Companies would be addressed in the 
Portfolio Companies' prospectuses and profiles, not the variable life 
insurance prospectus. Policies frequently offer 10 or more Portfolio 
Companies, and the Commission believes that a variable life insurance 
prospectus may become too long and complex if it includes risk 
information specific to each Portfolio Company. The Commission believes 
that investors are better served by consulting the Portfolio Company 
prospectus or profile for risk information relating to Portfolio 
Companies in which they are interested.
    The risk/benefit summary, however, would require a registrant to 
present narrative information concerning the benefits available under 
the policy; the allocation of premium payments to insurance coverage, 
investments, and charges; and the risks of purchasing a policy in a 
single location in the variable life prospectus. Risks to be covered 
would include the risks of poor investment performance, the 
unsuitability of variable life insurance policies as short-term savings 
vehicles, the risks of policy lapse, limitations on access to cash 
value through withdrawals, and the possibility of adverse tax 
consequences. Variable life insurance prospectuses generally disclose 
this information, particularly risk information, in the context of 
long, often complex descriptions of the policy. The Commission believes 
that the proposed narrative summary will help achieve more effective 
communication of risks.\36\
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    \36\ In 1995, the Commission issued a release requesting comment 
on ways to improve risk disclosure and comparability of investment 
company risk levels. Risk Concept Release, supra note 13. More than 
75% of the individual investors commenting on the Risk Concept 
Release specifically favored requiring a risk summary in mutual fund 
prospectuses.
---------------------------------------------------------------------------

    The Commission requests comment on the proposed narrative summary 
of policy benefits, allocation of premiums, and risks. Is this 
narrative summary necessary or helpful for variable life insurance 
prospectuses? Are the particular items included useful, and should 
other items be included? Should the risks of particular Portfolio 
Companies be described in the variable life insurance prospectus?
3. Item 3--Risk/Benefit Summary: Fee Table
    Purpose of Fee Table. Along with investment performance, fees and 
charges are a crucial element in determining the return that an 
investor will realize from any investment company. For that reason, the 
Commission has required a fee table in the prospectuses of both mutual 
funds and variable annuities.\37\ Through the fee tables, the 
Commission has sought to provide uniformity, simplicity, and 
comparability in fee disclosure.\38\ The Commission believes that 
clear, understandable disclosure of fees and charges is equally 
important to investors considering the purchase of variable life 
insurance and, for that reason, Item 3 of Proposed Form N-6 would 
extend a fee table requirement to variable life insurance.
---------------------------------------------------------------------------

    \37\ Item 3 of Form N-1A; Item 3 of Form N-4.
    \38\ N-1A Fee Table Adopting Release, supra note 12, at 3194; 
Investment Company Act Release No. 15932 (Aug. 18, 1987) [52 FR 
32018, 32019] (``N-1A Fee Table Proposing Release'').
---------------------------------------------------------------------------

    The fees and charges associated with variable life insurance 
products often are quite complex for several reasons. First, the 
structure of fees often differs from one policy to another, making 
comparisons among products difficult. Second, fees typically are 
imposed at several levels within a variable life insurance policy, 
making it difficult to assess the aggregate effect of charges. For 
example, management and other expenses may be deducted at the Portfolio 
Company level, asset-based charges such as a mortality and expense risk 
charge may be deducted against separate account assets, and other 
charges, such as cost of insurance, may be assessed against a 
policyholder's individual cash value. Third, some variable life 
charges, particularly cost of insurance (i.e., the charge imposed for 
death benefit coverage), vary based upon the individual characteristics 
of the purchaser and change over the life of a policy.
    The complexity of variable life insurance fees and charges makes it 
more difficult to prescribe a standardized disclosure format than for 
mutual funds or variable annuities. The Commission believes, however, 
that this complexity also makes it particularly important that 
investors receive clear, understandable disclosure about this essential 
aspect of the investment decision. The importance of this disclosure 
has been heightened since the passage of the National Securities 
Markets Improvement Act of 1996 (``NSMIA''). NSMIA amended Sections 26 
and 27 of the Investment Company Act to replace specific limits on the 
amount, type, and timing of charges that applied to variable insurance 
contracts with a requirement that aggregate charges be reasonable in 
relation to the services rendered, the expenses expected to be 
incurred, and the risks assumed by the insurance company.\39\ The 
increased flexibility to structure variable life insurance charges 
given to insurers by NSMIA increases the need for clear, understandable 
disclosure of charges.\40\ Proposed Item 3 is intended to facilitate 
uniformity, simplicity, and comparability of variable life insurance 
fees and charges, while permitting flexibility when the nature of the 
product requires it.
---------------------------------------------------------------------------

    \39\ 15 U.S.C. 80a-26; 15 U.S.C. 80a-27; National Securities 
Markets Improvement Act of 1996, Pub. L. No. 104-290 (1996), Section 
205; S. Rep. No. 293, 104th Cong., 2d Sess. 22 (1996) (``Senate 
Report''); H. Rep. No. 622, 104th Cong., 2d Sess. 45-46 (1996) 
(``House Report'').
    \40\ In addition, in light of NSMIA, the National Association of 
Securities Dealers, Inc. (``NASD'') recently filed with the 
Commission a proposed rule change that would eliminate the maximum 
sales charge limitations applicable to variable insurance contracts. 
SR-NASD-98-14 (filed Feb. 17, 1998) (available in the Commission's 
Public Reference Room).
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    Variable life insurance prospectuses typically have included 
hypothetical illustrations that reflect the effect of charges under 
specified assumptions and thereby serve some of the purposes of a fee 
table.\41\ The Commission is concerned, however, that the illustration 
of one or a limited number of scenarios that demonstrate the effect of 
policy charges on particular policyholders with particular premium 
payment patterns is not an adequate substitute for clear, tabular 
disclosure of

[[Page 13993]]

the level of each charge imposed by a policy.\42\
---------------------------------------------------------------------------

    \41\ See N-1A Fee Table Adopting Release, supra note 12, at 
3194; N-4 Fee Table Adopting Release, supra note 12, at 4775.
    \42\ See discussion of illustrations infra Section II.C.3.
---------------------------------------------------------------------------

    Further, in recent years, the Commission has observed that a number 
of variable life insurance registrants, on their own initiative, have 
added relatively simple, tabular presentations of fees and charges to 
their prospectuses. The Commission believes that these efforts 
represent a significant step toward enhanced communication with 
investors about fees and charges and that it is appropriate, at this 
time, to extend these voluntary efforts to the industry as a whole. 
Commenters are requested to discuss the relative merits of hypothetical 
illustrations and fee tables in communicating charges to investors in a 
manner that is clear and understandable and that facilitates 
comparisons from one policy to another.
    Fee Table Format. The proposed fee table consists of three separate 
sections. The first section shows policyholder transaction fees, such 
as sales loads, surrender charges, and transfer fees. The second 
section shows annual charges, excluding annual Portfolio Company 
operating expenses. The third section shows annual Portfolio Company 
operating expenses, including management fees, distribution fees, and 
other expenses. Comment is requested on the proposed organization of 
the fee table and whether it would facilitate investor understanding of 
fees and charges. Is some other organization preferable? Should 
registrants have greater flexibility to organize the presentation of 
charges?
    For each charge, the proposed table would use a four-column format 
to require a registrant to identify the charge, when the charge is 
deducted, the amount of the charge, and whether the charge is deducted 
from all policies or only certain policies. This format differs from 
that of the fee tables in Form N-1A and Form N-4, which simply require 
identification of the charge, with a parenthetical statement of the 
basis on which it is imposed, and specification of the amount of the 
charge.
    The proposed format is intended to recognize the complexity of 
variable life insurance charges, help investors to locate information 
about charges readily, and provide flexibility to registrants to 
describe policy charges completely. The ``Amount Deducted'' column, for 
example, will provide an opportunity for registrants to describe the 
level of a particular charge and the basis on which it is deducted, 
e.g., percentage of premiums, cost per $1,000 of face amount, 
percentage of average daily net assets. The ``Policies from Which 
Charge is Deducted'' column will permit registrants to identify clearly 
charges that apply to all policies and those that do not, e.g., charges 
that apply only to policyholders with a certain account value or that 
elect a particular death benefit option or optional rider.
    The Commission requests comment on the four-column format of the 
table. Should the information required by each of the columns be 
included in a variable life fee table? Is the four-column format the 
best means for providing this information or are there better ways for 
communicating this information to investors?
    Fee Table Requirements. The proposed fee table would require 
registrants to disclose all fees and charges, whether or not a specific 
caption is provided for a charge in the proposed fee table.\43\ The 
Commission believes that complete disclosure of fees and charges is 
appropriate. At the same time, the Commission is concerned that 
disclosure of fees and charges that apply to a very small proportion of 
policyholders could potentially overwhelm investors with information of 
limited relevance. The Commission therefore requests comment on whether 
there should be any limitations on the charges required to be disclosed 
in the fee table. For example, should charges be disclosed only if they 
apply to some minimum number or percentage of policyholders? Should all 
charges for optional riders, e.g., accidental death benefit, children's 
insurance, or guaranteed insurability, be disclosed? Should the 
instructions provide additional guidance on the fees that are required 
to be disclosed?
---------------------------------------------------------------------------

    \43\ Instructions 2(c) and 3(e) to proposed Item 3.
---------------------------------------------------------------------------

    Disclosure of the maximum charge for each item is required unless a 
specific instruction directs otherwise.\44\ For cost of insurance, 
registrants are required to disclose the minimum and maximum charges. 
Cost of insurance generally is a significant expense item for variable 
life insurance policyholders.\45\ For that reason, the Commission 
believes that it is important for investors to receive information 
about the level of this charge. The Commission recognizes, however, 
that this charge varies from policyholder to policyholder, based on 
individual characteristics such as age, sex, and risk classification, 
so that the charge does not readily lend itself to quantification in a 
table that applies to all policyholders. The Commission has proposed 
disclosure of the range of this charge, which could be accompanied by 
brief explanatory material, such as the factors that affect the level 
of the charge.
---------------------------------------------------------------------------

    \44\ Instruction 1(e) to proposed Item 3.
    \45\ See Blease, Costs Count: A Best's Policy Reports Survey 
Examines the Costs Incurred with the Life Insurance Portion of 
Variable Universal Life Policies, BEST'S REVIEW--LIFE-HEALTH 
INSURANCE EDITION, Jan. 1997, at 37.
---------------------------------------------------------------------------

    The Commission requests comment on the possible approaches to 
disclosure of the cost of insurance, including the range of the charge, 
the maximum charge, the average charge for existing policyholders, the 
level of the charge for a policyholder with characteristics that are 
fairly representative of purchasers of the policy, and line item 
narrative disclosure that the charge is imposed and the factors on 
which it is based. Commenters also are requested to address whether 
charges other than the cost of insurance may be quantified in the 
manner that would be required by the proposed fee table.
    If a registrant invests in multiple Portfolio Companies, the 
proposed fee table would require disclosure of the range of expenses 
for all of the Portfolio Companies.\46\ This approach is different from 
Form N-4, which requires separate disclosure of the expenses of each 
Portfolio Company.\47\ Because variable life fees and charges are 
complex, and because policies frequently offer 10 or more Portfolio 
Companies, the Commission believes that investors could be overwhelmed 
by information of limited relevance if the fees and charges for each 
Portfolio Company were separately stated in the fee table.\48\ The 
Commission requests comment on how Portfolio Company fees and charges 
should be disclosed in Form N-6. Should a range be used, as proposed; 
should the fees and charges for each

[[Page 13994]]

Portfolio Company be separately stated; or should some other approach 
be adopted?
---------------------------------------------------------------------------

    \46\ Instruction 4(b) to proposed Item 3. Portfolio Company 
operating expenses would be required to be disclosed before expense 
reimbursements and fee waiver arrangements. Registrants would be 
permitted to disclose expenses after reimbursement or waiver in a 
footnote. See Instructions 4(f)(i) and (g) to proposed Item 3. This 
approach mirrors the approach recently adopted by the Commission in 
Form N-1A. Item 3 of Form N-1A; 1998 Form N-1A Adopting Release, 
supra note 7; 1997 Form N-1A Proposing Release, supra note 7, at 
10908.
    \47\ Item 3 of Form N-4; Investment Company Act Release No. 
16482 (July 15, 1988) [53 FR 27872, 27873-74] (``N-4 Fee Table 
Proposing Release'').
    \48\ This is less of a concern in the case of Form N-4 because 
the simpler, more uniform nature of variable annuity charges results 
in a less complex fee table. The Commission notes, however, that, in 
recent years, the number of investment options that is typically 
available in variable annuity contracts has expanded. See O'Brian 
and Fitzsimmons, Variable Annuities Put More Eggs In The Basket, THE 
WALL STREET JOURNAL, Sept. 29, 1997, at C22. For that reason, the 
Commission expects to reconsider the appropriate disclosure of 
Portfolio Company fees and charges in a variable annuity prospectus 
as part of a broader consideration of ways to improve communication 
of information to variable annuity investors.
---------------------------------------------------------------------------

    Form N-1A does not require a mutual fund that offers its shares 
exclusively as investment options for variable annuity and variable 
life insurance contracts to include the fee table in its 
prospectus.\49\ The Commission intends to amend Form N-1A to require 
the prospectus of a mutual fund that offers its shares as investment 
options for variable life insurance policies to include a fee table if 
the Form N-6, as adopted, does not require separate disclosure of the 
operating expenses of each Portfolio Company. This would ensure that 
variable life insurance investors have access to complete information 
about Portfolio Company fees and expenses. The Commission requests 
comment on whether the exemption from the fee table requirement in Form 
N-1A should be eliminated for mutual funds that offer their shares as 
investment options for variable life insurance policies. The Commission 
also requests comment on whether the exemption from the fee table 
requirement in Form N-1A should be eliminated for mutual funds that 
offer their shares as investment options for variable annuity contracts 
if the exemption is eliminated for mutual funds that offer their shares 
as investment options for variable life insurance policies.
---------------------------------------------------------------------------

    \49\ Item 3 of Form N-1A.
---------------------------------------------------------------------------

    Fee Table Example. Proposed Item 3 would not require an example of 
the expenses that would be incurred by an investor over specified 
periods. This is different from the fee tables of Form N-1A and Form N-
4, both of which require such an example.\50\ Because of the 
individualized nature of fees and charges associated with variable life 
insurance, particularly the cost of insurance, the Commission believes 
that it would be difficult to design a single example or small number 
of examples that would provide a useful comparison tool for investors 
considering different variable life insurance policies.
---------------------------------------------------------------------------

    \50\ Item 3 of Form N-1A; Item 3(a) of Form N-4.
---------------------------------------------------------------------------

    In amending Form N-1A, the Commission today is reiterating its 
belief that the fee table example provides useful information that 
helps a typical mutual fund investor understand and compare the 
expenses of different funds.\51\ The Commission concluded that 
expressing expense amounts solely as a percentage, as is done in the 
fee table, may not give the average mutual fund investor enough 
information to assess the likely effect of a fund's expenses on an 
investment in the fund. Mutual fund fees, which typically are less 
individualized than the fees of variable life insurance policies, may 
be easier to reflect in an example that has broad application. The 
Commission requests comment on whether a fee table example should be 
required by Form N-6 and, if so, what should be required by the 
example.
---------------------------------------------------------------------------

    \51\ 1998 Form N-1A Adopting Release, supra note 7.
---------------------------------------------------------------------------

4. Item 4--General Description of Registrant, Depositor, and Portfolio 
Companies
    Proposed Item 4 would require a concise discussion of the 
organization and operation of the registrant, including the name and 
address of the depositor and a brief description of the registrant. 
This requirement is similar to, but more streamlined than, Item 5 of 
Form N-4. For example, Item 5 of Form N-4 requires registrants to 
disclose the general nature of the depositor's business, the date and 
form of organization of the depositor and the state in which it is 
organized, the name of any ultimate controlling person of the depositor 
and the general nature of its business, and the date and form of 
organization of the registrant and its classification under the 
Investment Company Act. Proposed Form N-6 would include this 
information in the SAI because it is technical information that does 
not appear to be essential to an investor when evaluating a particular 
variable life insurance policy or comparing different variable life 
insurance policies.\52\ The Commission requests comment on appropriate 
disclosure of matters relating to the general description of the 
registrant and depositor. For example, is any information omitted from 
proposed Item 4 that is essential to an investment decision? Is any 
information included in Item 4 that is not essential to an investment 
decision?
---------------------------------------------------------------------------

    \52\ Proposed Item 16. Cf. 1998 Form N-1A Adopting Release, 
supra note 7 (moves to SAI disclosure about a fund's form and date 
of organization and state of incorporation).
---------------------------------------------------------------------------

    Proposed Item 4 also would require that the prospectus briefly 
describe each Portfolio Company, including (i) its name; (ii) its type 
(e.g., money market fund, bond fund, balanced fund) or a brief 
statement concerning its investment objectives; and (iii) its 
investment adviser and any sub-adviser. Registrants would be required 
to state how investors may obtain a prospectus and, if available, a 
profile for the Portfolio Companies. Item 4 also would require a 
discussion of the rights of policyholders to instruct the depositor on 
the voting of Portfolio Company shares.
    Over time, many registrants have included the investment objectives 
of Portfolio Companies along with additional information about the 
investment advisers and the risks associated with the Portfolio 
Companies in variable life prospectuses, as well as in the Portfolio 
Company prospectuses. The Commission believes that including detailed 
information about Portfolio Companies in a variable life prospectus is 
redundant and conflicts with the Commission's efforts to eliminate 
prospectus clutter that tends to obscure information that could help an 
investor make a decision about purchasing a variable life insurance 
policy.\53\ Instruction 2 therefore would clarify that detailed 
Portfolio Company information is not required in the variable life 
insurance prospectus. In addition, if a Portfolio Company's name 
describes its type, the prospectus would not be required to include the 
Portfolio Company's type or a statement concerning its investment 
objectives.\54\ Commenters are asked to address whether proposed Item 4 
requires sufficient information about Portfolio Companies or whether 
additional information should be included.
---------------------------------------------------------------------------

    \53\ See, e.g., 1998 Form N-1A Adopting Release, supra note 7; 
1997 Form N-1A Proposing Release, supra note 7, at 10900.
    \54\ Cf. Cova Financial Services Life Ins. Co. (pub. avail. Apr. 
15, 1996) (clarifying that variable annuity separate account 
prospectuses need not include detailed information about Portfolio 
Companies).
---------------------------------------------------------------------------

5. Item 5--Charges
    Proposed Item 5 would require registrants to describe briefly all 
charges deducted from premiums, cash value, assets of the registrant, 
or any other source. These charges include sales loads, premium and 
other taxes, administrative and transaction charges, risk charges, 
contract loan charges, cost of insurance, and rider charges. 
Registrants would be required to indicate the source from which each 
charge will be deducted, and specify the amount of the charge as a 
percentage or dollar figure and the frequency of its deduction. 
Registrants also would be required to identify the recipient of any 
amount deducted and the consideration provided for any charge, and 
explain the extent to which the charge can be modified.
    The cost of insurance charge represents a significant expense 
associated with a variable life insurance policy. Instruction 2 to Item 
5(a) would require a registrant to identify the factors upon which the 
cost of insurance

[[Page 13995]]

charge will be based, including the insurer's amount at risk and the 
expected longevity of the insureds. A registrant would be required to 
identify the factors reflected in the rate scale, and specify whether 
the mortality charges guaranteed in the contracts differ from the 
current charges. A registrant also would be required to identify the 
factors that affect the amount at risk, including investment 
performance, payment of premiums, and charges. If the insurer intends 
to use simplified underwriting or other underwriting methods that would 
cause healthy individuals to pay higher cost of insurance charges than 
they would pay if the insurance company used conventional underwriting 
methods, a registrant would be required to state that the cost of 
insurance charges are higher for healthy individuals when this method 
of underwriting is used.
    Proposed Item 5 also would require registrants to state that there 
are charges deducted from and expenses paid out of the assets of the 
Portfolio Companies that are described in the prospectuses for those 
companies and to disclose, if applicable, that charges will be deducted 
for incidental insurance benefits offered with the policy. The item 
also would require a statement about the registrant's expenses. If the 
organizational expenses of the registrant are to be paid out of its 
assets, the registrant would be required to disclose, if applicable, 
how the expenses will be amortized and the period of amortization.
6. Item 6--General Description of Contracts
    Proposed Item 6 would require registrants to identify all persons 
who have material rights under the variable life insurance policies and 
the nature of those rights. The item also would require a brief 
description of any provisions for allocation of premiums among sub-
accounts of the registrant, transfer of cash value between sub-
accounts, and conversion or exchange of policies for other life 
insurance or annuity contracts.
    The item also would require a brief description of the changes that 
can be made in the policies or the operations of the registrant by the 
registrant or its depositor, including (i) why a change may be made, 
(ii) who must approve any change, and (iii) who must be notified of any 
change. The instruction to Proposed Item 6(c) specifically restricts 
the information that must be provided to changes that would be material 
to a purchaser of the policies, such as a reservation of the right to 
deregister the registrant under the Investment Company Act. The item 
would require a registrant to identify any other material incidental 
benefits in the policies. Finally, the item would require disclosure of 
any limitations on the class of purchasers to whom the policies are 
being offered.
7. Item 7--Premiums
    Proposed Item 7 would require registrants to describe how to 
purchase a variable life insurance policy and the provisions of the 
policy relating to premiums. Registrants would be required to disclose 
the minimum initial and subsequent premiums required, any limits on the 
amount and frequency of premiums that will be accepted, how long 
investors must continue to pay premiums, and whether investors can 
prevent a policy from lapsing by paying a certain level of premiums. 
The item also would require registrants to discuss any circumstances in 
which (i) premiums may be required to prevent lapse and how the amount 
of additional premiums will be determined; (ii) a policy will not lapse 
if an investor does not pay a required premium; (iii) an investor may 
pay more in premiums than the policy requires; and (iv) the level of a 
policy's required premiums may change, and, if so, how the amount of 
the change will be determined. The item also would require disclosure 
of the factors that determine the amount of any required premiums, such 
as face amount, death benefit option, and charges and expenses.
    The item would require registrants to identify the premium payment 
plans available. Registrants would be required to include the available 
payment frequencies, payment mechanisms such as payroll deduction plans 
and preauthorized checking arrangements, and any special billing 
arrangements. Registrants would be required to indicate whether the 
premium payment plan or schedule may be changed.
    Registrants also would be required to explain the policy's 
provisions regarding premium due dates and how any grace period 
operates. The item would require registrants to describe any 
circumstances under which required premiums may be paid by means of an 
automatic premium loan.
    Finally, proposed Item 7 would require registrants to describe when 
sub-account assets are valued and when required premiums and additional 
premiums are credited to cash value. Registrants would be required to 
explain the basis on which premiums are credited. Registrants would be 
instructed to describe where premiums are held during any time period 
(e.g., a ``free-look'' period) in which the crediting of premiums to 
sub-accounts is delayed.
8. Item 8--Death Benefits and Contract Values
    Proposed Item 8 would require registrants to describe briefly the 
death benefits available under the variable life insurance policy. The 
prospectus would be required to disclose when insurance coverage is 
effective, when the death benefit is calculated and payable, how the 
death benefit is calculated, what forms of death benefit are available, 
who may choose the form of death benefit and how, what the default 
death benefit is, and whether the policy guarantees a minimum death 
benefit. Registrants also would be required to describe if and how a 
policyholder may increase or decrease the face amount. The item also 
would require registrants to explain how the investment performance of 
the Portfolio Companies and expenses and charges affect policy values 
and death benefits.
9. Item 9--Surrenders, Partial Surrenders, and Partial Withdrawals
    Proposed Item 9 would require registrants to describe briefly how a 
policyholder may surrender a policy. Registrants would be required to 
disclose any limits on the ability to surrender, how surrender proceeds 
are calculated, and when proceeds are payable. The item also would 
require registrants to disclose whether and under what circumstances 
partial surrenders and partial withdrawals are available under a 
policy, including the minimum and maximum amounts that may be 
surrendered or withdrawn and any limits on the availability of partial 
surrenders or partial withdrawals. The item also would require 
registrants to describe whether partial surrenders or partial 
withdrawals will affect a policy's cash value or death benefit, whether 
any charges will apply, and the manner in which partial surrenders and 
partial withdrawals will be allocated among sub-accounts.
    Finally, the item would require registrants to describe briefly any 
revocation rights (e.g., free-look provisions). Registrants would be 
required to describe how the amount refunded is determined, the method 
for crediting earnings to premiums during the free-look period, and 
whether investment options are limited during the free-look period 
(e.g., premiums must be allocated to the money market sub-account).
10. Item 10--Loans
    Proposed Item 10 would require registrants to describe the policy

[[Page 13996]]

provisions governing loans of a policy's cash value and any limits on 
loan availability. Registrants would be required to state the amount of 
interest charged on a loan and the amount of interest credited to the 
policy in connection with the loan. A description of loan procedures 
would be required, including how and when amounts borrowed are 
transferred out of the registrant and how and when amounts repaid are 
credited to the registrant. A registrant would be required to explain 
briefly that amounts borrowed do not participate in the registrant's 
investment experience and that loans can affect the policy's cash value 
and death benefit regardless of whether the loan is repaid. Registrants 
also would be required to explain that the cash surrender value and the 
proceeds payable on death will be reduced by the amount of any 
outstanding loan plus accrued interest.
11. Item 11--Lapse and Reinstatement
    Proposed Item 11 would require registrants to state when a policy 
will lapse and under what circumstances a lapsed policy may be 
reinstated. Registrants would be required to explain any requirements 
for reinstatement, including payments of charges and outstanding loans 
and presentation of evidence of insurability. Registrants also would be 
required to describe briefly any lapse options available, indicate 
whether any of those options is subject to limits on availability, and 
indicate which options will not apply unless elected and which options 
are default options. Registrants would be required to describe briefly 
the factors that will determine the amount of insurance coverage 
provided under the available lapse options. Registrants would be 
required to describe concisely how the cash value, surrender value, and 
death benefit will be determined upon lapse.
12. Item 12--Taxes
    Proposed Item 12 would require registrants to describe the material 
tax consequences to the policyholder and beneficiary of buying, 
holding, exchanging, or exercising rights under the policy. Registrants 
would be required to discuss the taxation of death benefit proceeds, 
periodic and non-periodic withdrawals, loans, and any other 
distribution that may be received under the policy, as well as tax 
benefits accorded the policy.
    Proposed Item 12 is intended to focus tax disclosure on the likely 
tax consequences to policyholders of purchasing a variable life 
insurance policy. The proposal is intended to elicit disclosure that is 
not overly lengthy or technical and that does not use jargon that is 
difficult for the average or typical investor to understand.
13. Item 13--Legal Proceedings
    Proposed Item 13 would require a registrant to describe any 
material pending legal proceedings, other than ordinary routine 
litigation incidental to the business, to which the registrant, the 
registrant's principal underwriter, or the depositor is a party. 
Registrants also would be required to include information as to legal 
proceedings contemplated by a governmental authority. For purposes of 
this item, legal proceedings are material only to the extent that they 
are likely to have a material adverse effect on the registrant, the 
ability of the principal underwriter to perform its contract with the 
registrant, or the ability of the depositor to perform its obligations 
under the policies. Proposed Item 13 would require information 
comparable to that required by Form N-1A and Commission forms that 
apply to other issuers.\55\
---------------------------------------------------------------------------

    \55\ See Item 6(a)(3) of Form N-1A; Item 12 of Form N-2 [17 CFR 
274.11a-1] (closed-end investment companies); Item 103 of Regulation 
S-K [17 CFR 229.103] (non-investment company issuers). See also 
Investment Company Act Release No. 19155 (Nov. 30, 1992) [57 FR 
56862] (modifying Form N-2 to conform to Item 103).
---------------------------------------------------------------------------

14. Item 14--Financial Statements
    Proposed Form N-6, like Form N-4, would not require financial 
statements of the registrant and the depositor to be included in the 
prospectus. Item 14, however, would require the registrant to state in 
the prospectus where the financial statements may be found and explain 
how any financial statements not in the SAI may be obtained. This 
requirement is similar to Item 4(c) of Form N-4.
    Unlike Form N-4 and Form N-1A, proposed Form N-6 would not require 
a registrant to include summary financial information in its 
prospectus.\56\ Form N-4 requires a registrant to disclose, for the 
last ten fiscal years and for each sub-account, the accumulation unit 
value at the beginning and end of each period and the number of 
accumulation units outstanding at the end of each period. For variable 
annuity contracts, the change in accumulation unit value provides a 
measure of performance of the registrant's sub-accounts. Because of the 
individual nature of variable life insurance charges, such as the cost 
of insurance, there does not appear to be a comparable measure of 
performance that is applicable to all holders of a particular variable 
life insurance policy.\57\ Each Portfolio Company, however, would 
continue to provide its own summary financial information in its 
prospectus.\58\
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    \56\ See Item 4(a) of Form N-4; Item 9 of Form N-1A.
    \57\ See discussion of performance data infra Section II.C.2.
    \58\ See Item 9 of Form N-1A.
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    The Commission requests comment on the appropriate location for 
registrant and depositor financial statements. The Commission also 
requests comment on whether variable life insurance registrants should 
be required to include summary financial information in their 
prospectuses. Can sub-account performance be meaningfully measured in a 
manner that is applicable to all holders of a particular variable life 
insurance policy, e.g., by reflecting Portfolio Company fees and 
expenses and any other charges that are uniformly applied to all 
policyholders? Should summary financial information of the Portfolio 
Companies be required to be included in the Form N-6 prospectus?

C. Part B--Statement of Additional Information

    The SAI would provide a more detailed discussion of matters 
described in the prospectus as well as additional information about a 
fund.\59\ Many of the items are similar to the items in Part B of Forms 
N-4 and N-1A and therefore are not discussed in this release. Three 
items, however, merit separate attention.
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    \59\ See proposed General Instruction C.2.(b).
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1. Item 24--Financial Statements
    The financial statements of the registrant required by proposed 
Item 24 are the same as the financial statements required by Item 23 of 
Form N-4. The full financial statements of the registrant would be in 
the SAI. The only financial information for the depositor required to 
be in the SAI would be comparative balance sheets for the last two 
fiscal years and, in certain cases, a more current interim balance 
sheet. As with Form N-4, the other financial statements of the 
depositor (e.g., statement of operations and statement of changes) 
would be required to be included in the registration statement, but 
could be included in Part C rather than the SAI. These financial 
statements would be required to be made available to investors upon 
request, free of charge. The Commission believes that this would allow 
a shorter SAI, while still providing investors with adequate 
information about the solvency of the depositor.

[[Page 13997]]

    Instruction 1 to proposed Item 24, like Instruction 1 to Item 23 of 
Form N-4, would provide that a depositor's financial statements may be 
prepared in accordance with statutory requirements if the depositor 
would not have to prepare financial statements in accordance with 
generally accepted accounting principles (``GAAP'') except for use in a 
registration statement filed on Form N-3, N-4, or N-6.\60\ In recent 
years, increasing numbers of depositors have elected to prepare 
financial statements in accordance with GAAP for use in business 
transactions.\61\ In addition, when a depositor's parent company 
prepares financial statements on a GAAP basis, the depositor typically 
prepares either partial GAAP financial statements or a GAAP reporting 
package to be used by the parent in its consolidated financial 
statements. In these circumstances, Form N-6 would require full GAAP 
financial statements of the depositor. In those limited circumstances 
when GAAP financial statements are not prepared for either the 
depositor or its parent, or the depositor's accounts are immaterial to 
its parent's consolidated financial statements and, therefore, neither 
partial GAAP financial statements nor a GAAP reporting package is 
prepared by the depositor, statutory financial statements could be used 
in Form N-6.
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    \60\ GAAP is an accounting term that encompasses the 
conventions, rules, and practices that define accepted accounting at 
a particular time issued by various authoritative bodies including 
the Financial Accounting Standards Board (``FASB'') and the American 
Institute of Certified Public Accountants (``AICPA''). See 
Codification of Financial Reporting Policies of the SEC, Section 
101. Financial statements prepared in accordance with statutory 
requirements, which may vary from state to state, differ from those 
prepared in accordance with GAAP. Statutory requirements are the 
basis of accounting that insurance companies use to comply with the 
financial reporting requirements of state insurance regulations. 
Regulation S-X permits financial statements for mutual life 
insurance companies and wholly owned stock insurance company 
subsidiaries of mutual life insurance companies to be prepared in 
accordance with statutory requirements, except when the applicable 
registration forms specifically provide otherwise. 17 CFR 210.1-
01(a); 17 CFR 210.7-02(b).
    \61\ Prior to the 1993 issuance of Interpretation 40 (``IN 40'') 
by FASB, many mutual life insurance companies prepared financial 
statements solely on a statutory basis. The FASB became aware that 
financial statements prepared in accordance with statutory 
accounting practices were often described as having been prepared in 
accordance with GAAP. IN 40 clarified that companies, including 
mutual life insurance companies, that issue financial statements 
described as prepared in conformity with GAAP must apply all 
applicable authoritative accounting pronouncements in preparing 
those statements. FASB Interpretation No. 40, Applicability of 
Generally Accepted Accounting Principles to Mutual Life Insurance 
and Other Enterprises (Apr. 1993). See also Financial Accounting 
Standards Board, Statement on Financial Accounting Standards No. 
120, Accounting and Reporting by Mutual Life Insurance Enterprises 
and by Insurance Enterprises for Certain Long-Duration Participation 
Contracts (Jan. 1995) (``SFAS 120'') (deferring the effective date 
of IN 40 and stating that mutual life insurance companies that 
prepare financial statements based on statutory accounting practices 
that differ from GAAP and distribute those financial statements to 
regulators should not describe the financial statements as prepared 
in accordance with GAAP). As a result of SFAS 120, if insurance 
company financial statements are not prepared in accordance with 
GAAP, the financial statements must include either an adverse or 
qualified audit opinion as to conformity with GAAP. Codification on 
Statements on Auditing Standards, AU Section 544 (AICPA).
---------------------------------------------------------------------------

    Instruction 3 to proposed Item 24, like Instruction 3 to Item 23 of 
Form N-4, would provide that 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. In addition, Instruction 3 would provide that if 
the anticipated effective date of a registration statement is within 90 
days of the end of the depositor's fiscal year and audited financial 
statements for the fiscal year are unavailable, the financial 
statements of the depositor need not be more current than the close of 
the third quarter of the previous fiscal year.\62\ This instruction 
would extend to depositors of variable life insurance separate accounts 
the relief that is generally provided by Regulation S-X when the 
anticipated effective date of a filing falls within 46 to 90 days of 
the end of a registrant's fiscal year.\63\ The instruction codifies 
relief that the Commission staff has informally provided to variable 
annuity and variable life insurance registrants.
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    \62\ Third quarter financial statements would not need to be 
audited in these circumstances. Rule 10-01(a)(1) of Regulation S-X 
[17 CFR 210.10-01].
    \63\ See Rule 3-12(b) of Regulation S-X [17 CFR 210.3-12] (when 
anticipated effective date of filing falls within 90 days subsequent 
to the fiscal year, the filing need not include financial statements 
more current than as of the end of the third fiscal quarter, unless 
the audited financial statements of such fiscal year are available, 
or the anticipated effective date falls after 45 days subsequent to 
the end of the fiscal year and the registrant does not meet the 
conditions of Rule 3-01(c)). The relief provided in Rule 3-12(b) is 
not available to mutual insurance companies, when the anticipated 
effective date falls within 46 to 90 days subsequent to the fiscal 
year end, because those companies do not file reports pursuant to 
section 13 or 15(d) of the Securities Exchange Act of 1934, which is 
a condition of Rule 3-01(c).
---------------------------------------------------------------------------

    The Commission requests comment on the requirements concerning the 
use of financial statements prepared in accordance with GAAP and 
financial statements prepared in accordance with statutory 
requirements. The Commission also requests comment on the requirements 
concerning the age of financial statements.
2. Item 25--Performance Data
    Proposed Item 25 would require the registrant to include in the SAI 
an explanation of how it calculates performance data used in 
advertising, including how charges are reflected in the data. 
Registrants also would be required to provide a quotation of 
performance for each sub-account for which performance data is 
advertised.
    Proposed Form N-6 would not require disclosure of any historical 
performance information. The Commission believes that, at the present 
time, no method of measuring variable life insurance performance has 
been devised that is useful enough that its disclosure should be 
required.
    Variable life insurance performance is difficult to measure because 
of the complexity of the product and because policy charges and values 
are linked to individual characteristics of a particular investor. In 
addition, variable life policies provide cash value and death benefits, 
and both of these may be affected over time, in different ways, by 
policy charges and earnings.
    Three types of performance information are sometimes included in 
variable life insurance registration statements, but each has the 
limitations noted.
     Portfolio Company performance. This measure is net of 
investment management fees and other Portfolio Company fees and 
expenses, but unadjusted for fees and expenses imposed on the separate 
account or individual policyholders. It may be useful as a measure of 
Portfolio Company performance, but it significantly overstates the 
performance policyholders will receive after deductions for all 
charges.
     Portfolio Company performance adjusted for separate 
account asset-based charges. This is a hybrid measure that is net of 
investment management fees, other Portfolio Company fees and expenses, 
and separate account asset-based charges. This form of performance does 
not measure either Portfolio Company performance (because of the 
deduction of separate account asset-based charges) or the performance a 
policyholder will receive (because of the failure to deduct charges 
imposed on the individual policyholder).
     Illustrations of cash values and death benefits. These 
illustrations are based on actual investment performance of a Portfolio 
Company and specified assumptions about premiums and the insured 
individual (e.g., sex, age, rating classification). This form of 
performance does not have the defects of the other two, because it 
reflects all of the fees and charges at the Portfolio Company, separate 
account, and individual policyholder levels. It has very limited 
usefulness, however, to the many prospective investors whose proposed

[[Page 13998]]

premium payment patterns and individual characteristics diverge from 
those assumed.
    Proposed Form N-6 would not require performance information in the 
prospectus. Nothing in the proposal, however, would preclude the 
inclusion of historical performance information, including Portfolio 
Company performance information, provided that the information is not 
incomplete, inaccurate, or misleading and does not obscure or impede 
understanding of the information that is required to be included.\64\ 
The Commission believes, however, that Portfolio Company performance 
information is most appropriately included in the Portfolio Company's 
prospectus, where it can be considered along with the risks of 
investing in the Portfolio Company.\65\ Registrants should bear this in 
mind in determining whether it is appropriate to include Portfolio 
Company performance information in a Form N-6 prospectus.
---------------------------------------------------------------------------

    \64\ Proposed General Instruction C.3.(b).
    \65\ See 1998 Form N-1A Adopting Release, supra note 7; 1997 
Form N-1A Proposing Release, supra note 7, at 10902.
---------------------------------------------------------------------------

    The Commission requests that commenters discuss the advantages and 
disadvantages of various forms of variable life insurance performance 
information. Should any form of historical performance information be 
required by Form N-6? What forms of performance information should be 
permitted by Form N-6? Should any types of performance information be 
prohibited by Form N-6?
3. Item 26--Illustrations
    Permitted Use of Hypothetical Illustrations. Proposed Item 26 would 
permit, but not require, registrants to include hypothetical 
illustrations of a variable life insurance policy in either the 
prospectus or the SAI. These are tabular presentations of numbers that 
demonstrate how the cash value, cash surrender value, and death benefit 
under a policy change over time based on (i) assumed gross rates of 
return of the Portfolio Companies; and (ii) deduction of fees and 
charges for a hypothetical policyholder (e.g., a 40-year old, non-
smoking male) with a specified policy face amount and premium payment 
pattern. Currently, variable life insurance prospectuses commonly 
include hypothetical illustrations using several different gross rates 
of return (e.g., 0%, 6%, and 12%), two different expense levels 
(current charges and guaranteed maximum charges), and multiple death 
benefit options.
    The Commission believes that hypothetical illustrations can enhance 
an investor's understanding of the mechanics of a variable life 
insurance policy. Illustrations of varying rates of investment return, 
with other elements (e.g., policy face amount, premium payment pattern, 
expenses, rating classification) held constant, can provide general 
information about the relationship among death benefits, cash values, 
and investment returns. Similarly, illustrations reflecting varying 
expense levels, with other elements held constant, can provide general 
information about how a policy would perform under different expense 
scenarios.
    The Commission believes, however, that there are some limits on the 
usefulness of hypothetical illustrations. Any particular illustration 
has limited relevance for most investors, because it is based on a 
hypothetical investor with unique characteristics of age, sex, rating 
classification, policy face amount, and premium payments that is 
different from most investors. Further, it is probably impractical to 
provide enough hypothetical illustrations in a variable life insurance 
prospectus to permit comparison shopping among variable life insurance 
policies by a broad range of investors, each with unique 
characteristics. Because of the individualized nature of variable life 
insurance policies and associated charges, comparison of illustrations 
could show one product to be more advantageous than another, but a 
change in the assumptions used in the illustrations could have the 
opposite result. Finally, hypothetical illustrations are fairly 
extensive tables of numbers that add complexity to a prospectus and can 
be difficult to understand.
    In light of the limited nature of hypothetical illustrations and 
the complexity that they can add to variable life insurance 
prospectuses, proposed Form N-6 would not require hypothetical 
illustrations. The Commission believes, however, that hypothetical 
illustrations can be useful tools to improve investor understanding of 
a variable life insurance policy when they are presented clearly and in 
a manner designed to help investors understand both the information 
presented and the limited nature of that information. For that reason, 
proposed Form N-6 would give a registrant the flexibility to include 
hypothetical illustrations in the prospectus or SAI when it believes 
that they would be helpful to investors. The Commission requests 
comment on whether hypothetical illustrations should be permitted, 
required, or prohibited in a variable life insurance prospectus or SAI.
    Requirements for Hypothetical Illustrations. Proposed Item 26 would 
impose requirements for any hypothetical illustrations included in the 
prospectus or SAI. The proposed requirements are not intended to 
standardize illustrations in order to permit comparison shopping 
because, as noted above, the Commission believes that this goal may be 
impractical within the bounds of a prospectus. Rather, the requirements 
are intended to place reasonable limits on the assumptions that may be 
used and discourage the presentation of misleading illustrations. 
Registrants would, however, remain responsible for ensuring that the 
illustrations are not incomplete, inaccurate, or misleading and do not, 
because of their nature, quantity, or manner of presentation, obscure 
or impede understanding of information required to be included.\66\
---------------------------------------------------------------------------

    \66\ Proposed General Instruction C.3.(b).
---------------------------------------------------------------------------

    Consistent with the Commission's commitment to the principles of 
plain English, illustrations would be required to be preceded by a 
clear and concise explanation.\67\ Similarly, headings for the 
illustrations would be required to contain the information necessary to 
identify clearly the scenario illustrated, including sex, age, rating 
classification, premium amount and payment schedule, face amount, and 
death benefit option.\68\
---------------------------------------------------------------------------

    \67\ Proposed Item 26(a).
    \68\ Proposed Item 26(b).
---------------------------------------------------------------------------

    Premium amounts used in the illustrations should not be unduly 
larger or smaller than the actual or expected average policy size, and 
ages used should be representative of actual or expected policy 
sales.\69\ The proposal would require that illustrations be shown for 
the rating classification with the greatest number of outstanding 
policies.\70\
---------------------------------------------------------------------------

    \69\ Proposed Item 26(c).
    \70\ Proposed Item 26(d).
---------------------------------------------------------------------------

    Proposed Item 26 would require illustrated values to be provided 
for policy years one through ten, for every five years beyond the tenth 
policy year, and for the year of policy maturity.\71\ Registrants using 
illustrations would be required to illustrate death benefits and cash 
surrender values and could also illustrate cash values. Illustrated 
values would be determined as of the end of the policy year.\72\
---------------------------------------------------------------------------

    \71\ Proposed Item 26(e).
    \72\ Proposed Item 26(f).
---------------------------------------------------------------------------

    Proposed Item 26 would require registrants to use gross rates of 
return of 0% and one other rate not exceeding

[[Page 13999]]

10%. Additional gross rates of return not greater than 10% would be 
permitted.\73\ Currently, variable life insurance prospectuses 
typically use rates of 0%, 6%, and 12% in illustrations.\74\ The 
Commission believes that the use of two rates of return is necessary to 
fulfill a basic purpose of illustrations, demonstrating the effect of 
changing investment returns. The Commission does not believe, however, 
that it would be helpful to require registrants using illustrations to 
use more than two rates of return because of the potential for 
overwhelming investors with excessive quantitative information that is 
of limited relevance to their particular circumstances. Notwithstanding 
current practice, which permits illustrations at rates up to 12%, the 
proposal would cap the maximum permissible rate at 10%. This reflects 
the Commission's concern that rates above 10% may have a significant 
tendency to invite unrealistic investor expectations because long-term 
stock market returns have averaged approximately 10-11% per year and 
long-term returns on other asset classes have been lower. Moreover, 
investors may give undue weight to a 12% illustration because they may 
discount a 0% illustration as unrealistically low.
---------------------------------------------------------------------------

    \73\ Proposed Item 26(g).
    \74\ The Commission staff has required registrants using 
illustrations to include a 0% illustration and has prohibited rates 
greater than 12%. See also NASD Conduct Rules, ``Communications with 
the Public About Variable Life Insurance and Variable Annuities,'' 
IM-2210-2(b)(5)(A)(ii) (requiring variable life insurance 
illustrations used for advertising and sales literature to use a 
rate of 0% and any other rates not greater than 12%).
---------------------------------------------------------------------------

    The Commission invites comment on the number of rates of return 
that should be required for registrants using illustrations. The 
Commission also invites comment on the appropriate minimum and maximum 
rates to be used for hypothetical illustrations.
    Proposed Item 26 would require that Portfolio Company management 
fees and other Portfolio Company charges and expenses be reflected 
using the arithmetic average of those charges and expenses for all 
available Portfolio Companies. The average would be based on Portfolio 
Company charges and expenses incurred during the most recent fiscal 
year or any materially greater amount expected to be incurred during 
the current fiscal year.\75\ The Commission requests comment on how 
Portfolio Company charges and expenses should be reflected in 
illustrations.
---------------------------------------------------------------------------

    \75\ Proposed Item 26(h).
---------------------------------------------------------------------------

    Proposed Item 26 would require that illustrations reflect both 
current and guaranteed maximum charges for charges not attributable to 
the Portfolio Companies. The proposal would require that illustrations 
reflect all charges deducted under the policy, as well as the timing of 
those charges.\76\ The Commission believes that requiring illustrations 
of both current and maximum guaranteed charges would be useful to 
investors in comparing the interaction of different rates of return and 
different charge levels. Commenters are requested to address how 
charges not attributable to the Portfolio Companies should be reflected 
in illustrations, including whether both current and guaranteed maximum 
charges should be required.
---------------------------------------------------------------------------

    \76\ Proposed Item 26(i)
---------------------------------------------------------------------------

    Finally, proposed Item 26 would permit additional information to be 
included in illustrations, provided that it is consistent with the 
standards of Item 26.\77\ The Commission believes this flexibility is 
important to permit registrants to design illustrations that are useful 
to investors. Comment is requested on this approach.
---------------------------------------------------------------------------

    \77\ Proposed Item 26(j).
---------------------------------------------------------------------------

    Commenters are requested to address the proposed requirements for 
the optional hypothetical illustrations. Is each of these requirements 
appropriate and, if not, how should it be modified? Should any of the 
requirements be eliminated or should others be added? Is it possible to 
standardize hypothetical illustrations in a manner that would 
facilitate comparison shopping among variable life insurance policies? 
Commenters who believe that hypothetical illustrations should be 
required, rather than permitted, also should address the criteria that 
they believe would be appropriate for required hypothetical 
illustrations.
    Hypothetical Illustrations Based on Historical Rates of Return. The 
Commission also is seeking comment on the use of hypothetical 
illustrations constructed using historical rates of return for the 
Portfolio Companies (``hypothetical historical illustrations'') rather 
than assumed rates of return (e.g., 0% and 10%). Some variable life 
insurance registrants currently include these illustrations in their 
prospectuses, although this practice is not widespread. Proposed Form 
N-6 does not specifically address hypothetical historical 
illustrations.
    The Commission has some concerns about the use of hypothetical 
historical illustrations. Hypothetical historical illustrations share 
all of the limitations of other hypothetical illustrations. They are of 
limited relevance to investors having characteristics other than those 
illustrated, they are not useful for comparison shopping, and they add 
complexity to the prospectus. Further, hypothetical illustrations that 
show a pattern of assumed returns, e.g., 0%, 5%, and 10%, can help 
investors understand how different rates of return affect policy 
performance. The actual historical rates of return illustrated in 
hypothetical historical illustrations, however, will not have a pattern 
and therefore are not useful to an investor attempting to understand 
how a particular change in rates might affect policy values.
    In addition, hypothetical historical illustrations are not a useful 
means for presenting past performance because they depend on the 
particular hypothetical policyholder, face amount, and premium payment 
pattern selected.\78\ Hypothetical historical illustrations also tend 
to invite prospective investors to assume that the cash values and 
death benefits presented represent the values that they can expect and 
may be misconstrued as projections. Finally, if a prospectus were to 
include a hypothetical historical illustration for each Portfolio 
Company, this could entail many pages of complex data. On the other 
hand, creating a single hypothetical historical illustration with a 
composite rate of return earned by all available Portfolio Companies 
would render the illustration of still more limited relevance to an 
investor who did not intend to allocate his or her investment in the 
manner used to determine the composite rate of return.
---------------------------------------------------------------------------

    \78\ See discussion of performance data supra Section II.C.2.
---------------------------------------------------------------------------

    The Commission requests comment on hypothetical historical 
illustrations and whether they should be required, permitted, or 
prohibited by Form N-6. If hypothetical historical illustrations should 
be required or permitted, should the Commission specify any standards 
for their use?
    Personalized Illustrations. Personalized illustrations are 
frequently provided by insurers to prospective variable life insurance 
investors at the point of sale. These illustrations reflect the 
investor's particular circumstances, including age, sex, risk 
classification, proposed face amount, and expected premium payment 
pattern. The Commission believes that such illustrations can be a 
highly useful tool for investors. Unlike hypothetical prospectus 
illustrations, they reflect policy values based on an individual's 
unique characteristics and therefore can provide more relevant 
information for a particular investor. Further, personalized 
illustrations are a

[[Page 14000]]

potentially useful comparison shopping tool, enabling a particular 
investor to compare how different variable life insurance policies 
would operate in the investor's particular circumstances.
    Proposed Form N-6 does not address personalized illustrations 
because these are customized for individual investors, delivered at the 
point of sale, and not susceptible to inclusion in a prospectus. Absent 
Commission action, insurers may use personalized illustrations in sales 
literature subject to the antifraud provisions of the federal 
securities laws and rule 156 under the Securities Act, as long as the 
sales literature is preceded or accompanied by the prospectus.\79\ The 
antifraud provisions make it unlawful to use materially misleading 
sales literature in connection with the purchase or sale of investment 
company securities.
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    \79\ Section 17(a) of the Securities Act [15 U.S.C. 77q(a)]; 
Section 10(b) of the Securities Exchange Act of 1934 [15 U.S.C. 
78j(b)] and Rule 10b-5 thereunder [17 CFR 240.10b-5]; Rule 156 under 
the Securities Act [17 CFR 230.156]; Section 34(b) of the Investment 
Company Act [15 U.S.C. 80a-33(b)]; Section 2(a)(10)(a) of the 
Securities Act [15 U.S.C. 77b(a)(10)(a)].
---------------------------------------------------------------------------

    Although personalized illustrations do not appear in a variable 
life insurance prospectus, these illustrations can be a very important 
part of the information communicated to prospective variable life 
insurance investors. For that reason, the Commission is requesting 
comment on personalized illustrations. Should the prospectus be 
required to state whether or not personalized illustrations are 
available? Should the Commission require variable life insurance 
registrants to deliver personalized illustrations to prospective 
investors? If not, should the Commission nonetheless prescribe 
requirements governing personalized illustrations for registrants that 
elect to use them? What, if any, requirements should the Commission 
prescribe for registrants using personalized illustrations? Should they 
be the same criteria as those that apply to hypothetical illustrations 
in proposed Form N-6, or should there be other requirements? The 
Commission also seeks comment regarding the use of Portfolio Company 
historical rates of return in personalized illustrations. Should the 
Commission address this area and, if so, how?
    The Commission understands that some insurers are using 
personalized illustrations that reflect assumed rates of return, 
together with the fees and charges of a single Portfolio Company rather 
than the arithmetic average of fees and charges for all available 
Portfolio Companies. In some cases, the chosen Portfolio Company may 
have fees and charges that are lower than the arithmetic average for 
all available Portfolio Companies. For example, personalized 
illustrations might be based on the relatively low expenses of a money 
market fund.
    As discussed above, proposed Form N-6 would require that 
hypothetical prospectus illustrations reflect the arithmetic average of 
fees and charges for all available Portfolio Companies. The proposal 
incorporates the Commission's view that it may be misleading to market 
a variable life insurance policy based on illustrations that reflect 
assumed rates of return and the fees and charges of a single Portfolio 
Company when those fees and charges are less than the arithmetic 
average of fees and charges for all available Portfolio Companies. For 
that reason, the Commission is concerned about the practice of using a 
single Portfolio Company's fees and charges in personalized 
illustrations. The Commission has directed its examinations staff to 
give heightened scrutiny to this issue in inspections of variable life 
insurance registrants. The Commission also has discussed this matter 
with the staff of the National Association of Securities Dealers 
Regulation, Inc., (``NASD Regulation'') and requested that the NASD 
Regulation staff consider this issue in its review of variable life 
insurance sales literature. Comment is requested on whether Form N-6 
should address the use of personalized illustrations that reflect the 
fees and charges of a single available Portfolio Company.

D. Part C--Other Information

    Part C of proposed Form N-6 would contain information in support of 
a variable life insurance registration statement that is not included 
in the prospectus or the SAI. Part C of proposed Form N-6 is based on 
Part C of Form N-4 and Form N-1A, modified as appropriate to variable 
life insurance. Certain exhibits required under proposed Item 27; 
proposed Item 34, the fee representation; and an undertaking required 
by Form N-4 but not proposed Form N-6 merit separate attention.
1. Item 27--Exhibits
    If illustrations are included in the registration statement as 
permitted by proposed Item 26, an opinion of an actuarial officer of 
the depositor would be required by Item 27(l). The actuarial opinion 
would be required to indicate that: (i) The values illustrated are 
consistent with the provisions of the policy and the depositor's 
administrative procedures; (ii) the rate structure of the policy, and 
the assumptions selected for the illustrations, do not result in an 
illustration of the relationship between premiums and benefits that is 
materially more favorable than for a substantial majority of other 
prospective policyholders; and (iii) the illustrations are based on a 
commonly used rating classification and premium amounts and ages 
appropriate for the markets in which the policy is sold.
    Proposed Item 27(l) would require the opinion to indicate that the 
rate structure and selected assumptions do not, in fact, have certain 
results. As an alternative, the Commission considered whether the 
actuary should be required to opine only that the rate structure and 
the selected assumptions were not intended or designed to have certain 
results. The Commission rejected the ``intent or design'' test because 
it would permit illustrations that, in fact, distort the relationship 
between premiums and benefits for a policy. Comment is requested on the 
actuarial opinion requirement, including the ``in fact'' and ``intent 
or design'' tests and other tests that could be used. Commenters are 
requested to address the ``substantial majority of other prospective 
policyholders'' standard in the second prong of the opinion. Should 
this standard be stricter (e.g., all policyholders) or less strict 
(e.g., majority of policyholders)?
    Proposed Item 27(m) would require registrants that include 
illustrations in their registration statements to provide one sample 
calculation for each item illustrated, showing how the illustrated 
values for the fifth policy year have been calculated. The calculation 
would be required to demonstrate how the annual investment returns of 
the sub-accounts were derived from the hypothetical gross rates of 
return, how charges against sub-account assets were deducted from the 
returns of the sub-accounts, and how the periodic deductions for policy 
charges were made. Finally, the exhibit would be required to describe 
how the calculation would differ for other years.
    Consistent with the approach previously announced by the Commission 
staff in connection with Form N-4, proposed Form N-6 would not require 
submission of a financial data schedule meeting the requirements of 
rule 483 under the Securities Act.\80\ In addition, the staff currently 
does not require financial data schedules in connection with filings on 
Form S-6 by

[[Page 14001]]

separate accounts offering variable life insurance policies.
---------------------------------------------------------------------------

    \80\ Sec Edgar News, Third Quarter 1996, at 3.
---------------------------------------------------------------------------

2. Item 34--Fee Representation
    NSMIA amended Sections 26 and 27 of the Investment Company Act, 
replacing specific limits on the amount, type, and timing of charges 
that applied to variable insurance contracts with a requirement that 
aggregate charges be reasonable.\81\ Section 26(e) of the Investment 
Company Act, added by NSMIA, requires that fees and charges deducted 
under variable insurance contracts, in the aggregate, be reasonable in 
relation to the services rendered, the expenses expected to be 
incurred, and the risks assumed by the insurance company. Section 26(e) 
also requires insurance companies to represent in variable insurance 
registration statements that the reasonableness standard of Section 
26(e) is satisfied. Proposed Item 34 requests the representation 
required by Section 26(e).
---------------------------------------------------------------------------

    \81\ See Senate Report, supra note 39, at 22; House Report, 
supra note 39, at 12, 17.
---------------------------------------------------------------------------

3. Undertaking to Update Prospectus
    Section 10(a)(3) of the Securities Act requires an issuer that is 
engaging in a continuous offering to update the information in its 
registration statement, so that the information is not more than 16 
months old.\82\ Form N-4 requires a separate account registered as a 
unit investment trust that offers variable annuity contracts to include 
in Part C of its registration statement an undertaking to maintain a 
current prospectus for so long as payments may be accepted under the 
contracts.\83\ Proposed Form N-6 would not require a similar 
undertaking. This reflects the Commission's view that issuers of 
variable life insurance policies, like issuers of variable annuity 
contracts, are required by Section 10(a)(3) of the Securities Act to 
maintain a current prospectus for so long as payments may be accepted 
under the policies, regardless of whether new policies are being sold. 
The Commission believes that it is unnecessary to include in proposed 
Form N-6 a requirement for an undertaking similar to that in Form N-4, 
because this undertaking simply restates an issuer's obligation under 
the Securities Act.
---------------------------------------------------------------------------

    \82\ 15 U.S.C. 77j(a)(3).
    \83\ Item 32(a) of Form N-4. See also N-4 Adopting Release, 
supra note 7, at 26155.
---------------------------------------------------------------------------

E. Technical Rule Amendments

    The Commission is proposing technical amendments to several rules 
under the Securities Act and Investment Company Act to accommodate 
proposed Form N-6. The Commission is proposing to amend rules 134b, 
430, 430A, 495, 496, and 497 under the Securities Act and rules 8b-11 
and 8b-12 under the Investment Company Act to add Form N-6 to the list 
of forms referenced in those rules.\84\ The Commission also is 
proposing new rules prescribing the use of Form N-6 to register 
insurance company separate accounts that are registered as unit 
investment trusts and that offer variable life insurance policies under 
the Investment Company Act and to register their securities under the 
Securities Act.\85\ Finally, the Commission proposes to amend Form N-
8B-2 to clarify that Form N-8B-2 is not the proper form for Investment 
Company Act registration of insurance company separate accounts 
registered as unit investment trusts.\86\
---------------------------------------------------------------------------

    \84\ 17 CFR 230.134b, 230.430, 230.430A, 230.495, 230.496, and 
230.497; 17 CFR 270.8b-11 and 270.8b-12.
    \85\ Proposed 17 CFR 239.17c; Proposed 17 CFR 274.11d.
    \86\ See proposed amendments to Form N-8B-2 and 17 CFR 274.12 
(prescribing Form N-8B-2). The Commission is not proposing to amend 
Form S-6 or 17 CFR 239.16 (prescribing Form S-6) because the form 
and the rule state that Form S-6 is to be used to register the 
securities of unit investment trusts registered on Form N-8B-2.
---------------------------------------------------------------------------

F. Transition Period

    If the Commission adopts proposed Form N-6, it would replace 
current Forms S-6 and N-8B-2 for registration of unit investment trust 
separate accounts funding variable life insurance policies. The 
Commission expects to provide for a transition period after the 
effective date of Form N-6 to give registrants sufficient time to 
update their registration statements or to prepare new registration 
statements on Form N-6. All new registration statements and post-
effective amendments that are annual updates to effective registration 
statements filed 6 months after the effective date of Form N-6 would be 
required to comply with its requirements. The final compliance date for 
filing amendments to effective registration statements to conform with 
the Form N-6 requirements would be 18 months after the effective date 
of the form. At its option, a registrant could comply with the 
requirements of Form N-6 at any time after the effective date of the 
form. The Commission requests comment on the proposed transition 
period.

G. Form N-1

    The Commission previously prescribed Form N-1 as the registration 
form to be used by open-end management investment companies that are 
separate accounts of insurance companies for registering under the 
Investment Company Act and for registering their securities under the 
Securities Act.\87\ In 1985, Form N-1 was superseded by Form N-3 for 
open-end management investment companies that are separate accounts of 
insurance companies issuing variable annuity contracts.\88\ Currently, 
Form N-1 would be used only by an open-end management investment 
company that is a separate account of an insurance company offering 
variable life insurance policies.\89\ Today, virtually all separate 
accounts issuing variable life insurance policies are organized as unit 
investment trusts. For that reason, few, if any, registrants continue 
to use Form N-1.
---------------------------------------------------------------------------

    \87\ 17 CFR 274.11; General Instruction A of Form N-1; 
Investment Company Act Release No. 14084 [49 FR 32058] (Aug. 7, 
1984).
    \88\ 17 CFR 274.11b; N-4 Adopting Release, supra note 7, at 
26156; N-4 Proposing Release, supra note 7, at 620.
    \89\ When Form N-3 was implemented, separate accounts funding 
variable annuity contracts were permitted to continue to use Form N-
1 if they no longer offered the contracts to new purchasers. N-4 
Adopting Release, supra note 7 , at 26156. The Commission is not 
aware of any such variable annuity registrants that continue to use 
Form N-1.
---------------------------------------------------------------------------

    The Commission requests comment on whether Form N-1 should be 
rescinded as obsolete and whether there is any continuing need for the 
form. Would any registrants, including any variable annuity or variable 
life registrants no longer offering contracts to new purchasers and 
using Form N-1, be affected by the rescission of Form N-1? If Form N-1 
is rescinded, should the Commission prescribe another registration form 
for use by open-end management investment companies that are separate 
accounts of insurance companies issuing variable life insurance 
policies? If so, what form should be used for this purpose and what 
changes should be made to the suggested form to adapt it for this 
category of registrants?

III. General Request for Comments

    The Commission requests that any interested persons submit comments 
on the proposed Form N-6, suggest changes (including changes to related 
provisions of rules and forms that the Commission is not proposing to 
amend), or submit comments on other matters that might affect the 
proposed form. Commenters suggesting alternative approaches are 
encouraged to submit proposed rule or form text. For purposes of the 
Small Business Regulatory Enforcement Fairness Act of 1996 [5 U.S.C. 
801 et seq.], the Commission also is requesting information regarding 
the

[[Page 14002]]

potential effect of proposed Form N-6 on the economy on an annual 
basis. Commenters should provide empirical data to support their views.

IV. Paperwork Reduction Act

    Proposed Form N-6 contains ``collection of information'' 
requirements within the meaning of the Paperwork Reduction Act of 1995 
(``Paperwork Reduction Act'') [44 U.S.C. 3501 et seq.], and the 
Commission has submitted the amendments to the Office of Management and 
Budget (``OMB'') for review in accordance with 44 U.S.C. 3507(d) and 5 
CFR 1320.11. The title for the collection of information is ``Form N-6 
Under the Investment Company Act of 1940 and the Securities Act of 
1933, Registration Statement of Variable Life Insurance Separate 
Accounts Registered as Unit Investment Trusts.''
    A registration statement on proposed Form N-6 would be required to 
contain information the Commission has determined to be necessary or 
appropriate in the public interest or for the protection of investors. 
Forms S-6 and N-8B-2 were not designed for variable life insurance 
registrants and do not reflect fundamental improvements that the 
Commission has made to other investment company registration forms, 
including Forms N-1A and N-4, which facilitate clearer and more concise 
disclosure. If adopted, proposed Form N-6 would:
     Eliminate requirements in the current registration forms 
that are not relevant to variable life insurance and include items that 
are specifically addressed to variable life insurance;
     Streamline variable life prospectus disclosure by adopting 
a two-part format consisting of a simplified prospectus, designed to 
contain essential information, and an SAI, containing more extensive 
information that investors could obtain upon request; and
     Provide variable life insurance separate accounts a 
single, integrated form for Investment Company Act and Securities Act 
registration, eliminating unnecessary paperwork and duplicative 
reporting.\90\
---------------------------------------------------------------------------

    \90\ See supra Section I.
---------------------------------------------------------------------------

    For purposes of the Paperwork Reduction Act, the Commission has 
estimated the hour burden and the cost burden that proposed Form N-6 
would impose on variable life insurance registrants. The hour burden is 
the number of hours of staff time a variable life insurance registrant 
will use annually to comply with the requirements of proposed Form N-6. 
The cost burden is the annual cost of services purchased to prepare and 
update proposed Form N-6, such as the cost of independent auditors and 
outside counsel. The cost burden does not include the wages, salaries, 
or fees paid for the hour burden. Each of the hour burden and the cost 
burden are calculated for both initial registration statements on 
proposed Form N-6 and post-effective amendments to the form.
    The Commission estimates that there are approximately 200 separate 
accounts registered as unit investment trusts and offering variable 
life insurance policies that would file registration statements on 
proposed Form N-6. The Commission estimates that there will be as many 
as 50 initial registration statements on proposed Form N-6 filed 
annually. The Commission estimates, therefore, that approximately 250 
registration statements (200 post-effective amendments plus 50 initial 
registration statements) will be filed on Form N-6 annually.
    The Commission estimates that the hour burden for preparing and 
filing a post-effective amendment on proposed Form N-6 will be 100 
hours. Thus, the total annual hour burden for preparing and filing 
post-effective amendments would be 20,000 hours (200 post-effective 
amendments annually times 100 hours per amendment). The Commission 
estimates that the hour burden for preparing and filing an initial 
registration statement on proposed Form N-6 will be 800 hours. Thus, 
the annual hour burden for preparing and filing initial registration 
statements would be 40,000 hours (50 initial registration statements 
annually times 800 hours per registration statement). The total annual 
hour burden for proposed Form N-6, therefore, is estimated to be 60,000 
hours (20,000 hours for post-effective amendments plus 40,000 hours for 
initial registration statements).
    The Commission estimates that the cost burden for preparing and 
filing a post-effective amendment on proposed Form N-6 will be $7,500. 
Thus, the total annual cost burden for preparing and filing post-
effective amendments would be $1,500,000 (200 post-effective amendments 
annually times $7,500 per amendment). The Commission estimates that the 
cost burden for preparing and filing an initial registration statement 
on proposed Form N-6 will be $20,000. Thus, the annual cost burden for 
preparing and filing initial registration statements would be 
$1,000,000 (50 initial registration statements annually times $20,000 
per registration statement). The total annual cost burden for proposed 
Form N-6, therefore, is estimated to be $2,500,000 ($1,500,000 for 
post-effective amendments plus $1,000,000 for initial registration 
statements).
    The number of post-effective amendments is estimated based on the 
Commission's records and industry statistics. The number of initial 
registration statements is estimated based on the Commission's records 
for the past year. The hour and cost burdens are estimated on the basis 
of comparison of proposed Form N-6 with other forms that are used for 
registration under both the Investment Company Act and the Securities 
Act.
    The hour and cost burdens would be offset by a decrease in the 
burdens attributable to Forms N-8B-2 and S-6 because separate accounts 
registering on Form N-6 would no longer be required to register on 
Forms N-8B-2 and S-6. The Commission expects that the aggregate burden 
imposed by Forms N-6, S-6, and N-8B-2 after Form N-6 is adopted will be 
no greater, and may be less, than the burden currently imposed by Forms 
S-6 and N-8B-2.
    The information collection requirements that would be imposed by 
Form N-6 are mandatory. Responses to the collection of information will 
not be kept confidential. 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 valid control number.
    Under 44 U.S.C. 3506(c)(2)(B), the Commission solicits comment to: 
(i) Evaluate whether the proposed collection of information is 
necessary for the proper performance of the functions of the 
Commission, including whether the information shall have practical 
utility; (ii) evaluate the accuracy of the Commission's estimate of the 
burden of the proposed collection of information; (iii) enhance the 
quality, utility, and clarity of the information to be collected; and 
(iv) minimize the burden of collection of information on those who are 
to respond, including through the use of automated collection 
techniques or other forms of information technology. The Commission 
also requests comment on whether the burden imposed on registrants 
using proposed Form N-6 will be less than that currently imposed on 
these registrants by Forms S-6 and N-8B-2
    Those who want to submit comments on the collection of information 
requirements should direct their comments to OMB, Attention: Desk 
Officer for the Securities and Exchange Commission, Office of 
Information and Regulatory Affairs, Washington, D.C. 20503, and also 
should send a copy of their comments to Jonathan G. Katz, Secretary, 
Securities and Exchange

[[Page 14003]]

Commission, 450 5th Street, N.W., Washington, D.C. 20549-6009 with 
reference to File No. S7-9-98. OMB is required to make a decision 
concerning the collections of information between 30 and 60 days after 
publication, so a comment to OMB is best assured of having its full 
effect if OMB receives it within 30 days of publication.

V. Cost/Benefit Analysis

    The Commission believes that proposed Form N-6 would facilitate 
improved disclosure to investors; be simpler to use than the 
registration forms that it would replace, Forms S-6 and N-8B-2; and 
eliminate unnecessary paperwork and reporting. Specifically, proposed 
Form N-6, if adopted, would:
     Eliminate requirements in the current registration forms 
that are not relevant to variable life insurance and include items that 
are specifically addressed to variable life insurance products;
     Streamline variable life prospectus disclosure by adopting 
a two-part format consisting of a simplified prospectus, designed to 
contain essential information, and an SAI, containing more extensive 
information; and
     Provide an integrated form for Investment Company Act and 
Securities Act registration, eliminating unnecessary paperwork and 
duplicative reporting.\91\
---------------------------------------------------------------------------

    \91\ See supra Section I.
---------------------------------------------------------------------------

    The Commission believes that proposed Form N-6 would not impose 
greater costs on variable life insurance registrants than the forms 
that it would replace, Forms S-6 and N-8B-2. The Commission believes 
that proposed Form N-6 may impose lesser costs on variable life 
insurance registrants than Forms S-6 and N-8B-2. The Commission 
requests comment on this cost/benefit analysis. Commenters are 
requested to provide views and empirical data relating to any costs and 
benefits associated with the proposed form.

VI. Regulatory Flexibility Act Certification

    Pursuant to Section 605(b) of the Regulatory Flexibility Act [5 
U.S.C. 605(b)], the Chairman of the Commission has certified that 
proposed Form N-6 would not, if adopted, have a significant economic 
impact on a substantial number of small entities. Few, if any, small 
entities would be affected by Form N-6. The Chairman's certification is 
attached to this release as Appendix A. The Commission encourages 
written comment on the certification. Commenters are asked to describe 
the nature of any impact on small entities and provide empirical data 
to support the extent of the impact.

VII. Statutory Authority

    The amendments to the Commission's rules and forms are being 
proposed pursuant to sections 5, 7, 8, 10, and 19(a) of the Securities 
Act [15 U.S.C. 77e, 77g, 77h, 77j, and 77s(a)] and sections 8, 22, 
24(g), 26(e), 30, and 38 of the Investment Company Act [15 U.S.C. 80a-
8, 80a-22, 80a-24(g), 80a-26(e), 80a-29, and 80a-37]. The authority 
citations for the amendments to the rules and forms precede the text of 
the amendments.

Text of Proposed Amendments

List of Subjects in 17 CFR Parts 230, 239, 270, and 274

    Investment companies, Reporting and recordkeeping requirements, 
Securities.

    For the reasons set out in the preamble, the Commission proposes to 
amend Chapter II, Title 17 of the Code of Federal Regulations as 
follows:

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

    1. The authority citation for Part 230 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77r, 77s, 77sss, 
78c, 78d, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-24, 80a-
28, 80a-29, 80a-30, and 80a-37, unless otherwise noted.
* * * * *
    2. Revise Sec. 230.134b to read as follows:


Sec. 230.134b  Statements of additional information.

    For the purpose only of Section 5(b) of the Act (15 U.S.C. 77e(b)), 
the term ``prospectus'' as defined in Section 2(a)(10) of the Act (15 
U.S.C. 77b(a)(10)) does not include a Statement of Additional 
Information filed as part of a registration statement on Form N-1A 
(Sec. 239.15A and Sec. 274.11A of this chapter), Form N-2 (Sec. 239.14 
and Sec. 274.11a-1 of this chapter), Form N-3 (Sec. 239.17a and 
Sec. 274.11b of this chapter), Form N-4 (Sec. 239.17b and Sec. 274.11c 
of this chapter), or Form N-6 (Sec. 239.17c and Sec. 274.11d of this 
chapter) transmitted prior to the effective date of the registration 
statement if it is accompanied or preceded by a preliminary prospectus 
meeting the requirements of Sec. 230.430.
    3. Amend Sec. 230.430 to revise the introductory text of paragraph 
(b) to read as follows:


Sec. 230.430  Prospectus for use prior to effective date.

* * * * *
    (b) A form of prospectus filed as part of a registration statement 
on Form N-1A (Sec. 239.15A and Sec. 274.11A of this chapter), Form N-2 
(Sec. 239.14 and Sec. 274.11a-1 of this chapter), Form N-3 
(Sec. 239.17a and Sec. 274.11b of this chapter), Form N-4 (Sec. 239.17b 
and Sec. 274.11c of this chapter), or Form N-6 (Sec. 239.17c and 
Sec. 274.11d of this chapter) shall be deemed to meet the requirements 
of Section 10 of the Act (15 U.S.C. 77j) for the purpose of Section 
5(b)(1) thereof (15 U.S.C. 77e(b)(1)) prior to the effective date of 
the registration statement, provided that:
* * * * *
    4. Amend Sec. 230.430A to revise paragraph (e) before the Note to 
read as follows:


Sec. 230.430A  Prospectus in a registration statement at the time of 
effectiveness.

* * * * *
    (e) In the case of a registration statement filed on Form N-1A 
(Sec. 239.15A and Sec. 274.11A of this chapter), Form N-2 (Sec. 239.14 
and Sec. 274.11a-1 of this chapter), Form N-3 (Sec. 239.17a and 
Sec. 274.11b of this chapter), Form N-4 (Sec. 239.17b and Sec. 274.11c 
of this chapter), or Form N-6 (Sec. 239.17c and Sec. 274.11d of this 
chapter), the references to ``form of prospectus'' in paragraphs (a) 
and (b) of this section and the accompanying Note shall be deemed also 
to refer to the form of Statement of Additional Information filed as 
part of such a registration statement.
* * * * *
    5. Amend Sec. 230.495 to revise paragraphs (a), (c), and (d) to 
read as follows:


Sec. 230.495  Preparation of registration statement.

    (a) A registration statement on Form N-1A (Sec. 239.15A and 
Sec. 274.11A of this chapter), Form N-2 (Sec. 239.14 and Sec. 274.11a-1 
of this chapter), Form N-3 (Sec. 239.17a and Sec. 274.11b of this 
chapter), Form N-4 (Sec. 239.17b and Sec. 274.11c of this chapter), or 
Form N-6 (Sec. 239.17c and Sec. 274.11d of this chapter), shall consist 
of the facing sheet of the applicable form; a prospectus containing the 
information called for by such form; the information, list of exhibits, 
undertakings and signatures required to be set forth in such form; 
financial statements and schedules; exhibits; and other information or 
documents filed as part of the registration statement; and all 
documents or information incorporated

[[Page 14004]]

by reference in the foregoing (whether or not required to be filed).
* * * * *
    (c) In the case of a registration statement filed on Form N-1A 
(Sec. 239.15A and Sec. 274.11A of this chapter), Form N-2 (Sec. 239.14 
and Sec. 274.11a-1 of this chapter), Form N-3 (Sec. 239.17a and 
Sec. 274.11b of this chapter), Form N-4 (Sec. 239.17b and Sec. 274.11c 
of this chapter), or Form N-6 (Sec. 239.17c and Sec. 274.11d of this 
chapter), Parts A and B shall contain the information called for by 
each of the items of the applicable Part, except that unless otherwise 
specified, no reference need be made to inapplicable items, and 
negative answers to any item may be omitted. Copies of Parts A and B 
may be filed as part of the registration statement in lieu of 
furnishing the information in item-and-answer form. Wherever such 
copies are filed in lieu of information in item-and-answer form, the 
text of the items of the form is to be omitted from the registration 
statement, as well as from Parts A and B, except to the extent provided 
in paragraph (d) of the section.
    (d) In the case of a registration statement filed on Form N-1A 
(Sec. 239.15A and Sec. 274.11A of this chapter), Form N-2 (Sec. 239.14 
and Sec. 274.11a-1 of this chapter), Form N-3 (Sec. 239.17a and 
Sec. 274.11b of this chapter), Form N-4 (Sec. 239.17b and Sec. 274.11c 
of this chapter), or Form N-6 (Sec. 239.17c and Sec. 274.11d of this 
chapter), where any item of those forms calls for information not 
required to be included in Parts A and B (generally Part C of such 
form), the text of such items, including the numbers and captions 
thereof, together with the answers thereto, shall be filed with Parts A 
or B under cover of the facing sheet of the form as part of the 
registration statement. However, the text of such items may be omitted, 
provided the answers are so prepared as to indicate the coverage of the 
item without the necessity of reference to the text of the item. If any 
such item is inapplicable, or the answer thereto is in the negative, a 
statement to that effect shall be made. Any financial statements not 
required to be included in Parts A and B shall also be filed as part of 
the registration statement proper, unless incorporated by reference 
pursuant to Sec. 230.411.
* * * * *
    6. Revise Sec. 230.496 to read as follows:


Sec. 230.496  Contents of prospectus and statement of additional 
information used after nine months.

    In the case of a registration statement filed on Form N-1A 
(Sec. 239.15A and Sec. 274.11A of this chapter), Form N-2 (Sec. 239.14 
and Sec. 274.11a-1 of this chapter), Form N-3 (Sec. 239.17a and 
Sec. 274.11b of this chapter), Form N-4 (Sec. 239.17b and Sec. 274.11c 
of this chapter), or Form N-6 (Sec. 239.17c and Sec. 274.11d of this 
chapter), there may be omitted from any prospectus or Statement of 
Additional Information used more than 9 months after the effective date 
of the registration statement any information previously required to be 
contained in the prospectus or the Statement of Additional Information 
insofar as later information covering the same subjects, including the 
latest available certified financial statements, as of a date not more 
than 16 months prior to the use of the prospectus or the Statement of 
Additional Information is contained therein.
    7. Amend Sec. 230.497 to revise paragraphs (c) and (e) to read as 
follows:


Sec. 230.497  Filing of investment company prospectuses--number of 
copies.

* * * * *
    (c) For investment companies filing on Form N-1A (Sec. 239.15A and 
Sec. 274.11A of this chapter), Form N-2 (Sec. 239.14 and Sec. 274.11a-1 
of this chapter), Form N-3 (Sec. 239.17a and Sec. 274.11b of this 
chapter), Form N-4 (Sec. 239.17b and Sec. 274.11c of this chapter), or 
Form N-6 (Sec. 239.17c and Sec. 274.11d of this chapter), within five 
days after the effective date of a registration statement or the 
commencement of a public offering after the effective date of a 
registration statement, whichever occurs later, ten copies of each form 
of prospectus and form of Statement of Additional Information used 
after the effective date in connection with such offering shall be 
filed with the Commission in the exact form in which it was used.
* * * * *
    (e) For investment companies filing on Form N-1A (Sec. 239.15A and 
Sec. 274.11A of this chapter), Form N-2 (Sec. 239.14 and Sec. 274.11a-1 
of this chapter), Form N-3 (Sec. 239.17a and Sec. 274.11b of this 
chapter), Form N-4 (Sec. 239.17b and Sec. 274.11c of this chapter), or 
Form N-6 (Sec. 239.17c and Sec. 274.11d of this chapter), after the 
effective date of a registration statement, no prospectus that purports 
to comply with Section 10 of the Act (15 U.S.C. 77j) or Statement of 
Additional Information that varies from any form of prospectus or form 
of Statement of Additional Information filed pursuant to paragraph (c) 
of this section shall be used until five copies thereof have been filed 
with, or mailed for filing to the Commission.
* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

    8. The general authority citation for Part 239 is revised to read 
as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77sss, 78c, 
78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 
79l, 79m, 79n, 79q, 79t, 80a-8, 80a-24, 80a-26, 80a-29, 80a-30, and 
80a-37, unless otherwise noted.

    9. Add Sec. 239.17c to read as follows:


Sec. 239.17c  Form N-6, registration statement for separate accounts 
organized as unit investment trusts that offer variable life insurance 
policies.

    Form N-6 shall be used for registration under the Securities Act of 
1933 of securities of separate accounts that offer variable life 
insurance policies and that register under the Investment Company Act 
of 1940 as unit investment trusts. This form is also to be used for the 
registration statement of such separate accounts pursuant to section 
8(b) of the Investment Company Act of 1940 (Sec. 274.11d of this 
chapter).

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

    10. The authority citation for part 270 continues to read, in part, 
as follows:

    Authority: 15 U.S.C. 80a-1, et seq., 80a-34(d), 80a-37, 80a-39 
unless otherwise noted;
* * * * *
    11. Amend Sec. 270.8b-11 to revise paragraph (b) to read as 
follows:


Sec. 270.8b-11  Number of copies; signatures; binding.

* * * * *
    (b) In the case of a registration statement filed on Form N-1A 
(Sec. 239.15A and Sec. 274.11A of this chapter), Form N-2 (Sec. 239.14 
and Sec. 274.11a-1 of this chapter), Form N-3 (Sec. 239.17a and 
Sec. 274.11b of this chapter), Form N-4 (Sec. 239.17b and Sec. 274.11c 
of this chapter), or Form N-6 (Sec. 239.17c and Sec. 274.11d of this 
chapter), three complete copies of each part of the registration 
statement (including, if applicable, exhibits and all other papers and 
documents filed as part of Part C of the registration statement) shall 
be filed with the Commission.
* * * * *
    12. Amend Sec. 270.8b-12 to revise paragraph (b) to read as 
follows:


Sec. 270.8b-12  Requirements as to paper, printing and language.

* * * * *
    (b) In the case of a registration statement filed on Form N-1A 
(Sec. 239.15A and Sec. 274.11A of this chapter), Form N-2 (Sec. 239.14 
and

[[Page 14005]]

Sec. 274.11a-1 of this chapter), Form N-3 (Sec. 239.17a and 
Sec. 274.11b of this chapter), Form N-4 (Sec. 239.17b and Sec. 274.11c 
of this chapter), or Form N-6 (Sec. 239.17c and Sec. 274.11d of this 
chapter), Part C of the registration statement shall be filed on good 
quality, unglazed, white paper, no larger than 8 1/2 x 11 inches in 
size, insofar as practicable. The prospectus and, if applicable, the 
Statement of Additional Information, however, may be filed on smaller-
sized paper provided that the size of paper used in each document is 
uniform.
* * * * *

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

    13. The general authority citation for Part 274 is revised to read 
as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 
78n, 78o(d), 80a-8, 80a-24, 80a-26, and 80a-29, unless otherwise 
noted.

    14. Add Sec. 274.11d to read as follows:


Sec. 274.11d  Form N-6, registration statement of separate accounts 
organized as unit investment trusts that offer variable life insurance 
policies.

    Form N-6 shall be used as the registration statement to be filed 
pursuant to section 8(b) of the Investment Company Act of 1940 by 
separate accounts that offer variable life insurance policies to 
register as unit investment trusts. This form shall also be used for 
registration under the Securities Act of 1933 of the securities of such 
separate accounts (Sec. 239.17c of this chapter).
    15. Revise Sec. 274.12 to read as follows:


Sec. 274.12  Form N-8B-2, registration statement of unit investment 
trusts that are currently issuing securities.

    This form shall be used as the registration statement to be filed, 
pursuant to section 8(b) of the Investment Company Act of 1940, by unit 
investment trusts other than separate accounts that are currently 
issuing securities, including unit investment trusts that are issuers 
of periodic payment plan certificates.
    16. Revise General Instruction 1 of Form N-8B-2 (referenced in 
Sec. 274.12) to read as follows:

    Note: The text of Form N-8B-2 does not and this amendment will 
not appear in the Code of Federal Regulations.

Form N-8B-2

* * * * *
    General Instructions for Form N-8B-2.
* * * * *

1. Rule as to Use of Form

    This form shall be used as the form for registration statements 
to be filed, pursuant to Section 8(b) of the Investment Company Act 
of 1940, by unit investment trusts other than separate accounts that 
are currently issuing securities, including unit investment trusts 
that are issuers of periodic payment plan certificates and unit 
investment trusts of which a management investment company is the 
sponsor or depositor.
* * * * *
    17. Add Form N-6 (referenced in Sec. 239.17c and Sec. 274.11d) to 
read as follows:

    Note: The text of Form N-6 will not appear in the Code of 
Federal Regulations.

OMB Approval
OMB Number:
Expires:
Estimated average burden hours per response

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [  ]
    Pre-Effective Amendment No. ____________ [  ]
    Post-Effective Amendment No. ____________ [  ]
        and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [  ]
    Amendment No. ____________ [  ]
        (Check appropriate box or boxes)

----------------------------------------------------------------------
(Exact Name of Registrant)

----------------------------------------------------------------------
(Name of Depositor)

----------------------------------------------------------------------
(Address of Depositor's Principal Executive Offices)

----------------------------------------------------------------------
(Zip Code)

Depositor's Telephone Number, including Area Code----------------------

----------------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering---------------------------

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

[  ] Immediately upon filing pursuant to paragraph (b)
[  ] On (date) pursuant to paragraph (b)
[  ] 60 days after filing pursuant to paragraph (a)(1)
[  ] On (date) pursuant to paragraph (a)(1) of Rule 485.
    If appropriate, check the following box:
    [  ] This post-effective amendment designates a new effective 
date for a previously filed post-effective amendment.
    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-6 is to be used by separate accounts that are unit 
investment trusts that offer variable life insurance 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-6 to provide investors with information that will 
assist them in making a decision about investing in a variable life 
insurance contract. The Commission also may use the information 
provided in Form N-6 in its regulatory, disclosure review, 
inspection, and policy making roles.

[[Page 14006]]

    A Registrant is required to disclose the information specified 
by Form N-6, and the Commission will make this information public. A 
Registrant is not required to respond to the collection of 
information contained in Form N-6 unless the Form displays a 
currently valid Office of Management and Budget (``OMB'') control 
number. Please direct comments concerning the accuracy of the 
information collection burden estimate and any suggestions for 
reducing the burden to Secretary, Securities and Exchange 
Commission, 450 5th Street, N.W., Washington, D.C. 20549-6009. The 
OMB has reviewed this collection of information under the clearance 
requirements of 44 U.S.C. 3507.

Contents of Form N-6

General Instructions

A. Definitions
B. Filing and Use of Form N-6
C. Preparation of the Registration Statement
D. Incorporation by Reference

Part A: Information Required in a Prospectus

Item 1. Front and Back Cover Pages
Item 2. Risk/Benefit Summary: Benefits and Risks
Item 3. Risk/Benefit Summary: Fee Table
Item 4. General Description of Registrant, Depositor, and Portfolio 
Companies
Item 5. Charges
Item 6. General Description of Contracts
Item 7. Premiums
Item 8. Death Benefits and Contract Values
Item 9. Surrenders, Partial Surrenders, and Partial Withdrawals
Item 10. Loans
Item 11. Lapse and Reinstatement
Item 12. Taxes
Item 13. Legal Proceedings
Item 14. Financial Statements

Part B: Information Required in a Statement of Additional Information

Item 15. Cover Page and Table of Contents
Item 16. General Information and History
Item 17. Services
Item 18. Premiums
Item 19. Additional Information About Operation of Contracts and 
Registrant
Item 20. Underwriters
Item 21. Additional Information About Charges
Item 22. Lapse and Reinstatement
Item 23. Loans
Item 24. Financial Statements
Item 25. Performance Data
Item 26. Illustrations

Part C: Other Information

Item 27. Exhibits
Item 28. Directors and Officers of the Depositor
Item 29. Persons Controlled by or Under Common Control with the 
Depositor or the Registrant
Item 30. Indemnification
Item 31. Principal Underwriters
Item 32. Location of Accounts and Records
Item 33. Management Services
Item 34. Fee Representation

Signatures

General Instructions

A. Definitions

    References to sections and rules in this Form N-6 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-6 have the same meaning as in the Investment Company 
Act or the related rules, unless otherwise indicated. As used in 
this Form N-6, the terms set out below have the following meanings:
    ``Depositor'' means the person primarily responsible for the 
organization of the Registrant and the person, other than the 
trustee or custodian, who has continuing functions or 
responsibilities for the administration of the affairs of the 
Registrant. ``Depositor'' includes the sponsoring insurance company 
that establishes and maintains the Registrant. If there is more than 
one Depositor, the information called for in this Form about the 
Depositor must be provided for each Depositor.
    ``Portfolio Company'' means any company in which the Registrant 
invests.
    ``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 Life Insurance 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.].
    ``Variable Life Insurance Contract'' or ``Contract'' means a 
life insurance contract that provides for death benefits and cash 
values that may vary with the investment experience of any separate 
account. Unless the context otherwise requires, ``Variable Life 
Insurance Contract'' or ``Contract'' refers to the Variable Life 
Insurance Contracts being offered pursuant to the registration 
statement prepared on this Form.

B. Filing and Use of Form N-6

1. What is Form N-6 Used for?

    Form N-6 is used by all separate accounts that are registered 
under the Investment Company Act as unit investment trusts and 
offering Variable Life Insurance Contracts to file:

[[Page 14007]]

    (a) An initial registration statement under the Investment 
Company Act and amendments to the registration statement;
    (b) An initial registration statement under the Securities Act 
and 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, 2, 3, and 14), B, 
and C (except Items 27 (c), (k), (l), (n), and (o)), and the 
required signatures.

3. What Are the Fees for Form N-6?

    No registration fees are required with the filing of Form N-6 to 
register as an investment company under the Investment Company Act 
or to register securities under the Securities Act. If Form N-6 is 
filed to register securities under the Securities Act and securities 
are sold to the public, registration fees must be paid on an ongoing 
basis after the end of the Registrant's fiscal year. See section 
24(f) [15 U.S.C. 80a-24f-2] and related rule 24f-2 [17 CFR 270.24f-
2].

4. What Rules Apply to the Filing of a Registration Statement on Form 
N-6?

    (a) For registration statements and amendments filed under both 
the Investment Company Act and the Securities Act or only under the 
Securities Act, the general rules regarding the filing of 
registration statements in Regulation C under the Securities Act [17 
CFR 230.400-230.497] apply to the filing of Form N-6. Specific 
requirements concerning investment companies appear in rules 480-485 
and 495-497 of Regulation C.
    (b) For registration statements and amendments filed only under 
the Investment Company Act, the general provisions in rules 8b-1-8b-
32 [17 CFR 270.8b-1-270.8b-32] apply to the filing of Form N-6.
    (c) The plain English requirements of rule 421 under the 
Securities Act [17 CFR 230.421] apply to prospectus disclosure in 
Part A of Form N-6.
    (d) Regulation S-T [17 CFR 232.10-232.903] applies to all 
filings on the Commission's Electronic Data Gathering, Analysis, and 
Retrieval system (``EDGAR'').

C. Preparation of the Registration Statement

1. Administration of the Form N-6 Requirements

    (a) The requirements of Form N-6 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 Life Insurance 
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-6 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 Life 
Insurance 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 Life Insurance Contract with other Contracts.
    (c) Responses to the Items in Form N-6 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 Life 
Insurance Contracts. The prospectus should avoid including lengthy 
legal and technical discussions and simply restating legal or 
regulatory requirements to which Contracts generally are subject. 
Brevity is especially important in describing the practices or 
aspects of the Registrant's operations that do not differ materially 
from those of other separate accounts. Avoid excessive detail, 
technical or legal terminology, and complex language. Also avoid 
lengthy sentences and paragraphs that may make the prospectus 
difficult for many investors to understand and detract from its 
usefulness.
    (d) The requirements for prospectuses included in Form N-6 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-6.

2. Form N-6 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 Variable Life Insurance 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 Variable Life Insurance 
Contracts that the Commission has concluded is not necessary or 
appropriate in the public interest or for the protection of 
investors to be in the prospectus, but that some investors may find 
useful. Part B affords the Registrant an opportunity to expand 
discussions of the matters described in the prospectus by including 
additional information that the Registrant believes may be of 
interest to some investors. The Registrant should not duplicate in 
the SAI information that is provided in the prospectus, unless 
necessary to make the SAI comprehensible as a document independent 
of the prospectus.
    (c) Part C. Part C includes other information required in a 
Registrant's registration statement.

3. Additional Matters

    (a) Organization of Information. Organize the information in the 
prospectus and SAI to make it easy for investors to understand. 
Disclose the information required by Items 2 and 3 (the Risk/Benefit 
Summary) in numerical order at the front of the prospectus. Do not 
precede these Items with any other Item except the Cover Page (Item 
1) or a table of contents meeting the requirements of rule 481(c) 
under the Securities Act [17 CFR 230.481(c)].
    (b) Other Information. A Registrant may include, except in the 
Risk/Benefit Summary, information in the prospectus or the SAI that 
is not otherwise required. For example, a Registrant may include 
charts, graphs, or tables 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. 
Specifically, 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. The Risk/
Benefit Summary may not include disclosure other than that required 
or permitted by Items 2 and 3.
    (c) Use of Form N-6 to Register Multiple Contracts or Contracts 
Sold in Both the Group and Individual Markets.

[[Page 14008]]

    (i) When disclosure is provided in a single prospectus for more 
than one Variable Life Insurance Contract, or for a Contract that is 
sold in both the group and individual markets, the disclosure should 
be presented in a format designed to communicate the information 
effectively. Registrants may order or group the response to any Item 
in any manner that organizes the information into readable and 
comprehensible segments and is consistent with the intent of the 
prospectus to provide clear and concise information about the 
Registrants or Variable Life Insurance Contracts. Registrants are 
encouraged to use, as appropriate, tables, side-by-side comparisons, 
captions, bullet points, or other organizational techniques when 
presenting disclosure for multiple Variable Life Insurance Contracts 
or for Contracts sold in both the group and individual markets.
    (ii) Paragraph (a) requires Registrants to disclose the 
information required by Items 2 and 3 in numerical order at the 
front of the prospectus and not to precede the Items with other 
information. As a general matter, Registrants providing disclosure 
in a single prospectus for more than one Variable Life Insurance 
Contract, or for Contracts sold in both the group and individual 
markets, may depart from the requirement of paragraph (a) as 
necessary to present the required information clearly and 
effectively (although the order of information required by each Item 
must remain the same). For example, the prospectus may present all 
of the Item 2 information for several Variable Life Insurance 
Contracts followed by all of the Item 3 information for the 
Contracts, or may present Items 2 and 3 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 and 3 in a standard order at the 
beginning of the prospectus.
    (d) 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].
    (e) 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.

D. Incorporation by Reference

1. Specific Rules for Incorporation by Reference in Form N-6

    (a) A Registrant may not incorporate by reference into a 
prospectus information that Part A of this Form requires to be 
included in a prospectus, except as specifically permitted by Part A 
of the Form.
    (b) A Registrant may incorporate by reference any or all of the 
SAI into the prospectus (but not to provide any information required 
by Part A to be included in the prospectus) without delivering the 
SAI with the prospectus.
    (c) A Registrant may incorporate by reference into the SAI or 
its response to Part C information that Parts B and C require to be 
included in the Registrant's registration statement.

2. General Requirements

    All incorporation by reference must comply with the requirements 
of this Form and the following rules on incorporation by reference: 
rule 10(d) of Regulation S-K under the Securities Act [17 CFR 
229.10(d)] (general rules on incorporation by reference, which, 
among other things, prohibit, unless specifically required by this 
Form, incorporating by reference a document that includes 
incorporation by reference to another document, and limits 
incorporation to documents filed within the last 5 years, with 
certain exceptions); rule 411 under the Securities Act [17 CFR 
230.411] (general rules on incorporation by reference in a 
prospectus); rule 303 of Regulation S-T [17 CFR 232.303] (specific 
requirements for electronically filed documents); and rules 0-4, 8b-
23, and 8b-32 [17 CFR 270.0-4, 270.8b-23, and 270.8b-32] (additional 
rules on incorporation by reference for investment companies).

Part A: Information Required in a Prospectus

Item 1. Front and Back Cover Pages

    (a) Front Cover Page. Include the following information, in 
plain English under rule 421(d) under the Securities Act [17 CFR 
230.421(d)], on the outside front cover page of the prospectus:
    (1) The Registrant's name.
    (2) The Depositor's name.
    (3) The types of Variable Life Insurance Contracts offered by 
the prospectus (e.g., group, individual, scheduled premium, flexible 
premium).
    (4) The date of the prospectus.
    (5) The statement required by rule 481(b)(1) under the 
Securities Act.
    Instruction. A Registrant may include on the front cover page 
any additional information, subject to the requirement set out in 
General Instruction C.3.(b).
    (b) Back Cover Page. Include the following information, in plain 
English under rule 421(d) under the Securities Act [17 CFR 
230.421(d)], on the outside back cover page of the prospectus:
    (1) A statement that the SAI includes additional information 
about the Registrant. Explain that the SAI is available, without 
charge, upon request, and explain how contractowners may make 
inquiries about their Contracts. Provide a toll-free (or collect) 
telephone number for investors to call: to request the SAI; to 
request other information about the Contracts; and to make 
contractowner inquiries.
    Instructions.
    1. A Registrant may indicate, if applicable, that the SAI and 
other information are available on its Internet site and/or by E-
mail request.
    2. A Registrant may indicate, if applicable, that the SAI and 
other information are available from an insurance agent or financial 
intermediary (such as a broker-dealer or bank) through which the 
Contracts may be purchased or sold.
    3. When a Registrant (or an insurance agent or financial 
intermediary through which Contracts may be purchased or sold) 
receives a request for the SAI, the Registrant (or insurance agent 
or financial intermediary) must send the SAI within 3 business days 
of receipt of the request, by first-class mail or other means 
designed to ensure equally prompt delivery.
    (2) A statement whether and from where information is 
incorporated by reference into the prospectus as permitted by 
General Instruction D. Unless the information is delivered with the 
prospectus, explain that the Registrant will provide the information 
without charge, upon request (referring to the telephone number 
provided in response to paragraph (b)(1)).
    Instruction. The Registrant may combine the information about 
incorporation by reference with the statements required under 
paragraph (b)(1).
    (3) A statement that information about the Registrant (including 
the SAI) can be reviewed and copied at the Commission's Public 
Reference Room in Washington, D.C. Also state that information on 
the operation of the public reference room may be obtained by 
calling the Commission at 1-800-SEC-0330. State that reports and 
other information about the Registrant are available on the 
Commission's Internet site at http://www.sec.gov and that copies of 
this information may be obtained, upon payment of a duplicating fee, 
by writing the Public Reference Section of the Commission, 
Washington, D.C. 20549-6009.
    (4) The Registrant's Investment Company Act file number 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. Risk/Benefit Summary: Benefits and Risks

    Include the following information, in plain English under rule 
421(d) under the Securities Act [17 CFR 230.421(d)], in the order 
indicated:

[[Page 14009]]

    (a) Contract Benefits. Summarize the benefits available under 
the Contract, including death benefits, withdrawal and surrender 
benefits, and loans.
    (b) Use of Premiums. Disclose that part of the premium is 
allocated to insurance coverage, part of the premium is invested, 
and part of the premium payment is used to pay sales loads and other 
charges.
    (c) Contract Risks. Summarize the principal risks of purchasing 
a Contract, including the risks of poor investment performance, that 
Contracts are unsuitable as short-term savings vehicles, the risks 
of Contract lapse, limitations on access to cash value through 
withdrawals, and the possibility of adverse tax consequences.

Item 3. Risk/Benefit Summary: Fee Table

    Include the following information, in plain English under rule 
421(d) under the Securities Act [17 CFR 230.421(d)], after Item 2:
    The following tables describe the fees and expenses that you will 
pay when buying, owning, and surrendering the Policy. The first table 
describes the fees and expenses that you will pay at the time that you 
buy the Policy, surrender the Policy, or transfer cash value between 
investment options.

----------------------------------------------------------------------------------------------------------------
                                                Transaction fees                                                
-----------------------------------------------------------------------------------------------------------------
                                                                                           Policies from which  
               Charge                  When charge is deducted      Amount deducted         charge is deducted  
----------------------------------------------------------------------------------------------------------------
Maximum Sales Charge Imposed on       ........................  .......................  .......................
 Premiums (Load).                                                                                               
Premium Taxes.......................  ........................  .......................  .......................
Maximum Deferred Sales Charge (Load)  ........................  .......................  .......................
Other Surrender Fees................  ........................  .......................  .......................
Transfer Fees.......................  ........................  .......................  .......................
----------------------------------------------------------------------------------------------------------------

    The next table describes the fees and expenses that you will pay 
periodically during the time that you own the Policy, not including 
[Portfolio Company] fees and expenses.

----------------------------------------------------------------------------------------------------------------
                        Annual charges other than [portfolio company] operating expenses                        
-----------------------------------------------------------------------------------------------------------------
                                                                                           Policies from which  
               Charge                  When charge is deducted      Amount deducted         charge is deducted  
----------------------------------------------------------------------------------------------------------------
Cost of Insurance...................  ........................  .......................  .......................
Annual Maintenance Fee..............  ........................  .......................  .......................
Mortality and Expense Risk Fees.....  ........................  .......................  .......................
Administrative Fees.................  ........................  .......................  .......................
----------------------------------------------------------------------------------------------------------------

    The next table describes the [Portfolio Company] fees and 
expenses that you will pay periodically during the time that you own 
the Policy. The table shows the minimum and maximum fees and 
expenses charged by any of the [Portfolio Companies]. More detail 
concerning each [Portfolio Company's] fees and expenses is contained 
in the prospectus for each [Portfolio Company].

----------------------------------------------------------------------------------------------------------------
                                  Annual [portfolio company] operating expenses                                 
-----------------------------------------------------------------------------------------------------------------
                                                                                           Policies from which  
               Charge                  When charge is deducted      Amount deducted         charge is deducted  
----------------------------------------------------------------------------------------------------------------
Management Fees.....................  ........................  .......................  .......................
Distribution [and/or Service] (12b-   ........................  .......................  .......................
 1) Fees.                                                                                                       
Other Expenses......................  ........................  .......................  .......................
Total [Portfolio Company] Annual      ........................  .......................  .......................
 Expenses.                                                                                                      
----------------------------------------------------------------------------------------------------------------

    Instructions.
    1. General.
    (a) Include the narrative explanations in the order indicated. A 
Registrant may modify a narrative explanation if the explanation 
contains comparable information to that shown.
    (b) A Registrant may omit captions if the Registrant does not 
charge the fees or expenses covered by the captions.
    (c) If a Registrant uses one prospectus to offer a Contract in 
both the group and individual variable life markets, the Registrant 
may include narrative disclosure in a footnote or following the 
tables identifying markets where certain fees are either 
inapplicable or waived or lower fees are charged. In the 
alternative, a Registrant may present the information for group and 
individual contracts in another format consistent with General 
Instruction C.3.(c).
    (d) The ``When Charge is Deducted'' column must be used to show 
when a charge is deducted, e.g., upon purchase, surrender or partial 
surrender, policy anniversary, monthly, or daily.
    (e) Under the ``Amount Deducted'' column, the Registrant must 
disclose the maximum charge unless a specific instruction directs 
otherwise. The Registrant should include the basis on which the 
charge is imposed (e.g., 0.95% of average daily net assets, $5 per 
exchange, $5 per thousand dollars of face amount). 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. Charges assessed on the basis of the face amount 
should be disclosed as the charge per $1000 of face amount. Round 
all dollar figures to the nearest dollar and all percentages to the 
nearest hundredth of one percent.
    (f) If a charge is deducted from all Contracts, the word ``All'' 
should be placed in the ``Policies from Which Charge is Deducted'' 
column. Otherwise, Registrant should specify the Contracts from 
which the charge is deducted.
    2. Transaction Fees.

[[Page 14010]]

    (a) ``Other Surrender Fees'' include any fees charged for 
surrender or partial surrender, other than sales charges imposed 
upon surrender or partial surrender.
    (b) ``Transfer Fees'' include any fees charged for any transfer 
or exchange of cash value from the Registrant to another investment 
company, from one sub-account of the Registrant to another sub-
account or the Depositor's general account, or from the Depositor's 
general account to the Registrant.
    (c) 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 complete the other columns of 
the table for that fee.
    3. Annual Charges Other Than [Portfolio Company] Operating 
Expenses.
    (a) The Registrant may substitute the term used in the 
prospectus to refer to the Portfolio Companies for the bracketed 
portion of the caption provided.
    (b) For ``Cost of Insurance,'' the Registrant should disclose 
the minimum and maximum charges that may be imposed for a Contract.
    (c) ``[Annual] Maintenance Fee'' includes any Contract, account, 
or similar fee imposed on any recurring basis. Any non-recurring 
Contract, account, or similar fee should be included in the 
``Transaction Fees'' table.
    (d) ``Mortality and Expense Risk Fees'' may be listed separately 
on two lines in the table.
    (e) If the Registrant (or any other party pursuant to an 
agreement with the Registrant) imposes any other recurring charge 
other than annual Portfolio Company Operating Expenses, add another 
caption describing it and complete the other columns of the table 
for that charge.
    4. Annual [Portfolio Company] Operating Expenses.
    (a) The Registrant may substitute the term used in the 
prospectus to refer to the Portfolio Companies for the bracketed 
portion of the caption provided.
    (b) If a Registrant has multiple sub-accounts, it should 
disclose the minimum and maximum expenses of any Portfolio Companies 
for each line item. For example, if a Registrant has five sub-
accounts with management fees of 0.50%, 0.70%, 1.00%, 1.10%, and 
1.25%, respectively, it should disclose that management fees range 
from 0.50% to 1.25%. The minimum and maximum amounts disclosed for 
``Total [Portfolio Company] Annual Expenses'' should be the minimum 
and maximum ``Total [Portfolio Company] Annual Expenses'' for any 
Portfolio Company, and not the sum of the minimum and maximum 
amounts disclosed for the individual line items. For example, assume 
a Registrant has three sub-accounts. Sub-account 1 has management 
fees of 0.50%, 12b-1 fees of 0.25%, and other expenses of 0.30%; 
sub-account 2 has management fees of 0.90%, 12b-1 fees of 0.00%, and 
other expenses of 0.25%; and sub-account 3 has management fees of 
1.00%, 12b-1 fees of 0.00%, and other expenses of 0.25%. The minimum 
and maximum amounts to be disclosed in the table are: management 
fees--0.50%-1.00%; 12b-1 fees: 0.00%-0.25%; other expenses--0.25%-
0.30%; total [Portfolio Company] annual expenses--1.05%-1.25%. The 
total [Portfolio Company] annual expenses are the expenses of sub-
accounts 1 and 3, respectively, not the sum of the minimum and 
maximum amounts disclosed for the individual line items, which would 
be 0.75%-1.55%.
    (c) ``Management Fees'' include investment advisory fees 
(including any fees based on a Portfolio Company's performance), any 
other management fees payable to a Portfolio Company's investment 
adviser or its affiliates, and administrative fees payable to a 
Portfolio Company's investment adviser or its affiliates that are 
not included as ``Other Expenses.''
    (d) ``Distribution [and/or Service] (12b-1) Fees'' include all 
distribution or other expenses incurred during the most recent 
fiscal year under a plan adopted pursuant to rule 12b-1 [17 CFR 
270.12b-1]. Under an appropriate caption or subcaption of ``Other 
Expenses,'' disclose the amount of any distribution or similar 
expenses deducted from a Portfolio Company's assets other than 
pursuant to a rule 12b-1 plan.
    (e)(i) ``Other Expenses'' include all expenses not otherwise 
disclosed in the table 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 S-X [17 CFR 
210.6-07]).
    (ii) ``Other Expenses'' do not include extraordinary expenses as 
determined under generally accepted accounting principles (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 ``Other Expenses'' would have been had the extraordinary 
expenses been included.
    (f)(i) Base the percentages of ``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 ``Annual [Portfolio Company] Operating 
Expenses.''
    (ii) If there have been any changes in ``Annual [Portfolio 
Company] Operating Expenses'' that would materially affect the 
information disclosed in the table:
    (A) Restate the expense information using the current fees as if 
they had been in effect during the previous fiscal year; and
    (B) In a footnote to the table, disclose that the expense 
information in the table has been restated to reflect current fees.
    (iii) A change in ``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 ``Annual 
[Portfolio Company] Operating Expenses'' does not include a decrease 
in operating expenses as a percentage of assets due to economies of 
scale or breakpoints in a fee arrangement resulting from an increase 
in a Portfolio Company's assets.
    (g) A Registrant may reflect minimum and maximum actual 
[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.
    5. New Registrants. For purposes of this Item, a ``New 
Registrant'' is a Registrant (or sub-account of the Registrant) that 
does not include in Form N-6 financial statements reporting 
operating results or that includes financial statements for the 
Registrant's (or sub-account'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 ``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 
``Other Expenses.'' Disclose in a footnote to the table that ``Other 
Expenses'' are based 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 any minimum or maximum [Portfolio Company] operating 
expense or the estimate of minimum or maximum ``Other Expenses'' 
(regardless of whether the arrangement has been guaranteed). 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 can be terminated at any time at 
the option of a Portfolio Company.

[[Page 14011]]

Item 4. 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) Depositor. Provide the name and address of the Depositor.
    (b) Registrant. Briefly describe the Registrant. Include a 
statement indicating that:
    (1) income, gains, and losses credited to, or charged against, 
the Registrant reflect the Registrant's own investment experience 
and not the investment experience of the Depositor's other assets;
    (2) the assets of the Registrant may not be used to pay any 
liabilities of the Depositor other than those arising from the 
Contracts; and
    (3) the Depositor is obligated to pay all amounts promised to 
Contractowners under the Contracts.
    (c) Portfolio Companies. Briefly describe the Registrant's sub-
accounts and each Portfolio Company. For each Portfolio Company, 
include:
    (1) its name;
    (2) its type (e.g., money market fund, bond fund, balanced fund, 
etc.) or a brief statement concerning its investment objectives; and
    (3) its investment adviser and any sub-investment adviser.
    Instructions.
    1. Do not describe sub-accounts that fund obligations of the 
Depositor under contracts that are not offered by this prospectus.
    2. Registrants are not required to include detailed information 
about Portfolio Companies in the prospectus. If a Portfolio 
Company's name describes its type, a Registrant need not separately 
provide the Portfolio Company's type or a statement concerning its 
investment objectives.
    (d) Portfolio Company Prospectus. State conspicuously how 
investors may obtain a prospectus and, if available, a fund profile, 
containing more complete information on each Portfolio Company.
    (e) Voting. Concisely discuss the rights of Contractowners to 
instruct the Depositor on the voting of shares of the Portfolio 
Companies, including the manner in which votes will be allocated.

Item 5. Charges

    (a) Description. Briefly describe all charges deducted from 
premiums, cash value, assets of the Registrant, or any other source 
(e.g., sales loads, premium and other taxes, administrative and 
transaction charges, risk charges, contract loan charges, cost of 
insurance, and rider charges). Indicate whether each charge will be 
deducted from premium payments, cash value, the Registrant's assets, 
the proceeds of withdrawals or surrenders, or some other source. 
When possible, specify the amount of any charge as a percentage or 
dollar figure (e.g., 0.95% of average daily net assets, $5 per 
exchange, $5 per thousand dollars of face amount). For recurring 
charges, specify the frequency of the deduction (e.g., daily, 
monthly, annually). Identify the person who receives the amount 
deducted, briefly explain what is provided in consideration for each 
charge, and explain the extent to which the charge can be modified.
    Instructions.
    1. Describe the sales loads applicable to the Contract and how 
sales loads are charged and calculated, including the factors 
affecting the computation of the amount of the sales load. If the 
Contract has a front-end sales load, describe the sales load as a 
percentage of the applicable measure of premium payments (e.g., 
actual premiums paid, target or guideline premiums). For Contracts 
with a deferred sales load, describe the sales load as a percentage 
of the applicable measure of premium payments (or other basis) that 
the deferred sales load may represent. Percentages should be shown 
in a table. Identify any events on which a deferred sales load is 
deducted (e.g., surrender, partial surrender, increase or decrease 
in face amount). The description of any deferred sales load should 
include how the deduction will be allocated among sub-accounts of 
the Registrant and when, if ever, the sales load will be waived 
(e.g., if the Contract provides a free withdrawal amount).
    2. Identify the factors upon which the cost of insurance charge 
will be based, including the insurer's amount at risk and the 
expected longevity of the insureds. Identify the factors reflected 
in the rate scale, and specify whether the mortality charges 
guaranteed in the contracts differ from the current charges. 
Identify the factors that affect the amount at risk, including 
investment performance, payment of premiums, and charges. If the 
Depositor intends to use simplified underwriting or other 
underwriting methods that would cause healthy individuals to pay 
higher cost of insurance charges than they would pay if the 
insurance company used conventional underwriting methods, state that 
the cost of insurance charges are higher for healthy individuals 
when this method of underwriting is used.
    3. If the Contract's charge for premium or other taxes varies 
according to jurisdiction, identification of the range of current 
premium or other taxes is sufficient.
    4. Identify charges that may be different in amount or method of 
computation when imposed in connection with, or subsequent to, 
increases in face amount of a Contract and briefly describe the 
differences.
    (b) Portfolio Company Charges. State that charges are deducted 
from and expenses paid out of the assets of the Portfolio Companies 
that are described in the prospectuses for those companies.
    (c) Incidental Insurance Charges. If incidental insurance 
benefits (as defined in Rules 6e-2 and 6e-3(T) [17 CFR 270.6e-2, 17 
CFR 270.6e-3(T)]) are offered along with the Contract, state that 
charges also will be made for those benefits.
    (d) Operating and Organizational Expenses. Describe the type of 
operating expenses for which the Registrant is responsible. If 
organizational expenses of the Registrant are to be paid out of its 
assets, explain how the expenses will be amortized and identify the 
period over which the amortization will occur.

Item 6. General Description of Contracts

    (a) Contract Rights. Identify the person or persons (e.g., the 
Contract owner, insured, or beneficiary) who have material rights 
under the Contracts, and the nature of those rights.
    (b) Contract Limitations. Briefly describe any provisions for 
and limitations on:
    (1) allocation of premiums among sub-accounts of the Registrant;
    (2) transfer of Contract values between sub-accounts of the 
Registrant; and
    (3) conversion or exchange of Contracts for another contract, 
including a fixed or variable annuity or life insurance contract.
    Instruction. In discussing conversion or exchange of Contracts, 
the Registrant should include any time limits on conversion or 
exchange, the name of the company issuing the other contract and 
whether that company is affiliated with the issuer of the Contract, 
and how the cash value of the Contract will be affected by the 
conversion or exchange.
    (c) Contract or Registrant Changes. Briefly describe the changes 
that can be made in the Contracts or the operations of the 
Registrant by the Registrant or the Depositor, including:
    (1) why a change may be made (e.g., changes in applicable law or 
interpretations of law);
    (2) who, if anyone, must approve any change (e.g., the Contract 
owner or the Commission); and
    (3) who, if anyone, must be notified of any change.
    Instruction. Describe only those changes that would be material 
to a purchaser of the Contracts, such as a reservation of the right 
to deregister the Registrant under the Investment Company Act. Do 
not describe possible non-material changes, such as changing the 
time of day at which Contract values are determined.
    (d) Other Benefits. Identify any other material incidental 
benefits in the Contracts.

[[Page 14012]]

    (e) Class of Purchasers. Disclose any limitations on the class 
or classes of purchasers to whom the Contracts are being offered.

Item 7. Premiums

    (a) Purchase Procedures. Describe the provisions of the Contract 
that relate to premiums and the procedures for purchasing a 
Contract, including:
    (1) the minimum initial and subsequent premiums required and any 
limitations on the amount and the frequency of premiums that will be 
accepted. If there are separate limits for each sub-account, state 
these limits;
    (2) whether required premiums, if any, are payable for the life 
of the Contract or some other term;
    (3) whether payment of certain levels of premiums will guarantee 
that the Contract will not lapse regardless of the Contract's cash 
value;
    (4) if applicable, under what circumstances premiums may be 
required in order to avoid lapse and how the amount of the 
additional premiums will be determined;
    (5) if applicable, under what circumstances nonpayment of a 
required premium will not cause the Contract to lapse;
    (6) if applicable, under what circumstances premiums in addition 
to the required premiums will be permitted; and
    (7) if applicable, whether the level of the Contract's required 
premiums may change and, if so, how the amount of the change will be 
determined.
    (b) Premium Amount. Briefly describe the factors that determine 
the amount of any required premiums (e.g., face amount, death 
benefit option, and charges and expenses).
    (c) Premium Payment Plans. Identify the premium payment plans 
available. Include the available payment frequencies, payment 
facilities such as employee payroll deduction plans and 
preauthorized checking arrangements, and any special billing 
arrangements. Indicate whether the premium payment plan or schedule 
may be changed.
    (d) Premium Due Dates. Briefly explain the provisions of the 
Contract that relate to premium due dates and the operation of any 
grace period, including the effect of the insured's death during the 
grace period.
    (e) Automatic Premium Loans. If applicable, briefly describe the 
circumstances under which required premiums may be paid by means of 
an automatic premium loan.
    (f) Sub-Account Valuation. Describe the procedures for valuing 
sub-account assets, including:
    (1) an explanation of when the required premiums and additional 
premiums are credited to the Contract's cash value in the sub-
accounts, and the basis (e.g., accumulation unit value) on which 
premiums are credited;
    (2) an explanation, to the extent applicable, that premiums are 
credited to the Contract's cash value on the basis of the sub-
account valuation next determined after receipt of a premium;
    Instruction. If, in any case, a delay occurs between the receipt 
of premiums and the crediting of premiums to the sub-accounts (e.g., 
a delay during the ``free-look'' period), describe where the 
premiums are held in the interim.
    (3) an explanation of when valuations of the assets of the sub-
accounts are made; and
    (4) a statement identifying in a general manner any national 
holidays when sub-account assets will not be valued and specifying 
any additional local or regional holidays when sub-account assets 
will not be valued.
    Instruction. In responding to this paragraph, a Registrant may 
use a list of specific days or any other means that effectively 
communicates the information (e.g., explaining that sub-account 
assets will not be valued on the days on which the New York Stock 
Exchange is closed for trading).

Item 8. Death Benefits and Contract Values

    (a) Death Benefits. Briefly describe the death benefits 
available under the Contract.
    Instruction. Include:
    (i) when insurance coverage is effective;
    (ii) when the death benefit is calculated and payable;
    (iii) how the death benefit is calculated;
    (iv) who has the right to choose the form of benefit and the 
procedure for choosing the form of benefit, including when the 
choice is made and whether the choice is revocable;
    (v) the forms the benefit may take and the form of benefit that 
will be provided if a particular form has not been elected; and
    (vi) whether there is a minimum death benefit guarantee 
associated with the Contract.
    Also describe if and how a Contract owner may increase or 
decrease the face amount, including the minimum and the maximum 
amounts, any requirement of additional evidence of insurability, and 
whether charges, including sales load, are affected.
    (b) Charges and Contract Values. Explain how the investment 
performance of the Portfolio Companies, expenses, and deduction of 
charges affect Contract values and death benefits.

Item 9. Surrenders, Partial Surrenders, and Partial Withdrawals

    (a) Surrender. Briefly describe how a Contract owner can 
surrender a Contract, including any limits on the ability to 
surrender, how the proceeds are calculated, and when they are 
payable.
    (b) Partial Surrender and Withdrawal. Indicate generally whether 
and under what circumstances partial surrenders and partial 
withdrawals are available under a Contract, including the minimum 
and maximum amounts that may be surrendered or withdrawn, any limits 
on their availability, how the proceeds are calculated, and when the 
proceeds are payable.
    (c) Effect of Partial Surrender and Withdrawal. Briefly describe 
whether partial surrenders or partial withdrawals will affect a 
Contract's cash value or death benefit and whether any charge(s) 
will apply.
    (d) Sub-Account Allocation. Describe how partial surrenders and 
partial withdrawals will be allocated among the sub-accounts.
    Instruction. The Registrant should generally describe the terms 
and conditions that apply to these transactions. Technical 
information regarding the determination of amounts available to be 
surrendered or withdrawn should be included in the SAI.
    (e) Revocation Rights. Briefly describe any revocation rights 
(e.g., ``free-look'' provisions), including a description of how the 
amount refunded is determined, the method for crediting earnings to 
premiums during the free-look period, and whether investment options 
are limited during the free look period.

Item 10. Loans

    Briefly describe the loan provisions of the Contract, including 
any of the following that are applicable.
    (a) Availability of Loans. A brief statement that a portion of 
the Contract's cash surrender value may be borrowed.
    (b) Limitations. Any limits on availability of loans (e.g., a 
prohibition on loans during the first contract year).
    (c) Interest. A statement of the amount of interest charged on 
the loan and the amount of interest credited to the Contract in 
connection with the loaned amount.
    (d) Effect on Cash Value and Death Benefit. A brief explanation 
that amounts borrowed under a Contract do not participate in a 
Registrant's investment experience and that loans, therefore, can 
affect the Contract's cash value and death benefit whether or not 
the loan is repaid. Also, a brief explanation that the cash 
surrender value and the death proceeds payable will be reduced by 
the amount of any outstanding Contract loan plus accrued interest.
    (e) Procedures. The loan procedures, including how and when 
amounts borrowed are transferred out of the Registrant and how and 
when amounts repaid are credited to the Registrant.

[[Page 14013]]

Item 11. Lapse and Reinstatement

    (a) Lapse. State when and under what circumstances a Contract 
will lapse.
    (b) Lapse Options. Describe briefly any lapse options available. 
Indicate those that will not apply unless they are elected and those 
that will apply in the absence of an election. Indicate whether the 
availability of any of the lapse options is limited.
    (c) Effect of Lapse. Describe briefly the factors that will 
determine the amount of insurance coverage provided under the 
available lapse options. Describe concisely how the cash value, 
surrender value, and death benefit will be determined. If these 
values and benefits will be determined in the same manner as prior 
to lapse, a statement to that effect is sufficient.
    (d) Reinstatement. State under what circumstances a Contract may 
be reinstated. Explain any requirements for reinstatement, including 
charges to be paid by the Contractowner, outstanding loan 
repayments, and evidence of insurability.

Item 12. Taxes

    (a) Tax Consequences. Describe the material tax consequences to 
the Contractowner and beneficiary of buying, holding, exchanging, or 
exercising rights under the Contract.
    Instruction. Discuss the taxation of death benefit proceeds, 
periodic and non-periodic withdrawals, loans, and any other 
distribution that may be received under the Contract, as well as the 
tax benefits accorded the Contract and other material tax 
consequences. Describe, if applicable, whether the tax consequences 
vary with different uses of the Contract.
    (b) Effect. Describe the effect, if any, of taxation on the 
determination of cash values or sub-account values.

Item 13. Legal Proceedings

    Describe any material pending legal proceedings, other than 
ordinary routine litigation incidental to the business, to which the 
Registrant, the Registrant's principal underwriter, or the Depositor 
is a party. Include the name of the court in which the proceedings 
are pending, the date instituted, the principal parties involved, a 
description of the factual basis alleged to underlie the proceeding, 
and the relief sought. Include similar information as to any legal 
proceedings instituted, or known to be contemplated, by a 
governmental authority.
    Instruction. For purposes of this requirement, legal proceedings 
are material only to the extent that they are likely to have a 
material adverse effect on the Registrant, the ability of the 
principal underwriter to perform its contract with the Registrant, 
or the ability of the Depositor to meet its obligations under the 
Contracts.

Item 14. Financial Statements

    If all of the required financial statements of the Registrant 
and the Depositor (see Item 24) are not in the prospectus, state, 
under a separate caption, where the financial statements may be 
found. Briefly explain how investors may obtain any financial 
statements not in the Statement of Additional Information.


Part B: Information Required in a Statement of Additional 
Information

Item 15. Cover Page and Table of Contents

    (a) Front Cover Page. Include the following information on the 
outside front cover page of the SAI:
    (1) The Registrant's name.
    (2) The Depositor's name.
    (3) A statement or statements:
    (A) That the SAI is not a prospectus;
    (B) How the prospectus may be obtained; and
    (C) Whether and from where information is incorporated by 
reference into the SAI, as permitted by General Instruction D.
    Instruction. Any information incorporated by reference into the 
SAI must be delivered with the SAI.
    (4) The date of the SAI and of the prospectus to which the SAI 
relates.
    (b) Table of Contents. Include under appropriate captions (and 
subcaptions) a list of the contents of the SAI and, when useful, 
provide cross-references to related disclosure in the prospectus.

Item 16. General Information and History

    (a) Depositor. Provide the date and form of organization of the 
Depositor, the name of the state or other jurisdiction in which the 
Depositor is organized, and a description of the general nature of 
the Depositor's 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 in which it does 
business if a general description (e.g., ``life insurance'' or 
``reinsurance'') is provided.
    (b) Registrant. Provide the date and form of organization of the 
Registrant and the Registrant's classification pursuant to Section 4 
[15 U.S.C. 80a-4] (i.e., a separate account and a unit investment 
trust).
    (c) History of Depositor and Registrant. 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. Briefly 
describe the nature and results of any bankruptcy, receivership, or 
similar proceeding, or any other material reorganization, 
readjustment, or succession of Depositor during the past five years.
    (d) Ownership of Sub-Account Assets. If 10 percent or more of 
the assets of any sub-account are not attributable to Contracts or 
to accumulated deductions or reserves (e.g., initial capital 
contributed by the Depositor), state what percentage those assets 
are of the total assets of the Registrant. If the Depositor, or any 
other person controlling the assets, has any present intention of 
removing the assets from the sub-account, so state.
    (e) Control of Depositor. State the name of each person who 
controls the Depositor and the nature of its business.
    Instruction. If the Depositor is controlled by another person 
that, in turn, is controlled by another person, give the name of 
each control person and the nature of its business.

Item 17. Services

    (a) Expenses Paid by Third Parties. Describe all fees, expenses, 
and costs of the Registrant that are to be paid by persons other 
than the Depositor or the Registrant, and identify those persons.
    (b) Service Agreements. Summarize the substantive provisions of 
any management-related service contract that may be of interest to a 
purchaser of the Registrant's securities, under which services are 
provided to the Registrant, unless the contract is described in 
response to some other item of this form. Indicate the parties to 
the contract, and the total dollars paid and by whom for each of the 
past three years.
    Instructions.
    1. The term ``management-related service contract'' includes any 
contract with the Registrant to keep, prepare, or file accounts, 
books, records, or other documents required under federal or state 
law, or to provide any similar services with respect to the daily 
administration of the Registrant, but does not include the 
following:

[[Page 14014]]

    (a) Any agreement with the Registrant to act as custodian or 
agent to administer purchases and redemptions under the Contracts; 
and
    (b) Any contract with the Registrant for outside legal or 
auditing services, or contract for personal employment entered into 
with the Registrant in the ordinary course of business.
    2. In summarizing the substantive provisions of any management-
related service contract, include the following:
    (a) The name of the person providing the service;
    (b) The direct or indirect relationships, if any, of the person 
with the Registrant, its Depositor, or its principal underwriter; 
and
    (c) The nature of the services provided, and the basis of the 
compensation paid for the services for the Registrant's last three 
fiscal years.
    (c) Other Service Providers.
    (1) Unless disclosed in response to paragraph (b) or another 
item of this form, identify and state the principal business address 
of any person who provides significant administrative or business 
affairs management services for the Registrant (e.g., an 
``Administrator,'' ``Sub-Administrator,'' ``Servicing Agent''), 
describe the services provided, and the compensation paid for the 
services.
    (2) State the name and principal business address of the 
Registrant's custodian and independent public accountant and 
describe generally the services performed by each.
    (3) If the Registrant's assets are held by a person other than 
the Depositor, a commercial bank, trust company, or depository 
registered with the Commission as custodian, state the nature of the 
business of that person.
    (4) If an affiliated person of the Registrant or the Depositor, 
or an affiliated person of the affiliated person, acts as 
administrative or servicing agent for the Registrant, describe the 
services the person performs and the basis for remuneration. State, 
for the past three years, the total dollars paid for the services, 
and by whom.
    Instruction. No disclosure need be given in response to 
paragraph (c)(4) of this item for an administrative or servicing 
agent who is also the Depositor.
    (5) If the Depositor is the principal underwriter of the 
Contracts, so state.

Item 18. Premiums

    (a) Administrative Procedures. Discuss generally the 
Registrant's administrative rules applicable to premium payments, to 
the extent that they are not discussed in the prospectus.
    Instruction. Examples include information regarding any 
condition applicable to changes in premium payment schedules, any 
limitations on prepayments of premiums, any relevant rules for 
classifying payments made other than in response to a bill or in an 
amount other than the amount billed for, etc.
    (b) Automatic Premium Loans. If the contract provides an 
automatic premium loan option, describe the option, including the 
circumstances under which it will be used to pay a required premium 
and whether, and how, interest will be charged on the loan. Describe 
any effect not described in the prospectus that an automatic premium 
loan could have on the Contract (e.g., how automatic premium loans 
affect cash value).

Item 19. Additional Information About Operation of Contracts and 
Registrant

    (a) Incidental Benefits. To the extent not described in the 
prospectus, explain the manner in which the purchase or operation of 
other incidental benefits affects the exercise of rights and the 
determination of benefits under the Contract such as whether the 
Contract or any rider provides for a change of insured or for all or 
a portion of the death benefit to be paid while the insured is still 
alive.
    (b) Surrender and Withdrawal. To the extent not described in the 
prospectus, explain the Contract's surrender and withdrawal 
provisions.
    (c) Material Contracts Relating to the Registrant. Disclose any 
material contract relating to the operation or administration of the 
Registrant.

Item 20. Underwriters

    (a) Identification. Identify each principal underwriter (other 
than the Depositor) of the 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).
    (b) Offering and Commissions. For each principal underwriter 
distributing Contracts of the Registrant, state:
    (1) whether the offering is continuous; and
    (2) the aggregate dollar amount of underwriting commissions paid 
to, and the amount retained by, the principal underwriter for each 
of the Registrant's last three fiscal years.
    (c) Other Payments. With respect to any payments made by the 
Registrant to an underwriter of or dealer in the Contracts during 
the Registrant's last fiscal year, disclose the name and address of 
the underwriter or dealer, the amount paid and basis for determining 
that amount, the circumstances surrounding the payments, and the 
consideration received by the Registrant. Do not include information 
about:
    (1) Payments made through deduction from premiums paid at the 
time of sale of the Contracts; or
    (2) Payments made from cash values upon full or partial 
surrender of the Contracts or from an increase or decrease in the 
face amount of the Contracts.
    Instructions.
    1. Information need not be given about the service of mailing 
proxies or periodic reports of the Registrant.
    2. Information need not be given about any service for which 
total payments of less than $5,000 were made during each of the 
Registrant's last three fiscal years.
    3. Information need not be given about payments made under any 
contract to act as administrative or servicing agent.
    4. If the payments were made under an arrangement or policy 
applicable to dealers generally, describe only the arrangement or 
policy.
    (d) Commissions to Dealers. State the commissions paid to 
dealers as a percentage of premiums.

Item 21. Additional Information About Charges

    (a) Sales Load. Describe the method that will be used to 
determine the sales load on the Contracts offered by the Registrant.
    (b) Special Purchase Plans. Describe any special purchase plans 
(e.g., group life insurance plans) or methods that reflect scheduled 
variations in, or elimination of, any applicable charges (e.g., 
group discounts, waiver of deferred sales loads for a specified 
percentage of cash value, investment of proceeds from another 
Contract, 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 the plans or methods apply, including 
officers, directors, members of the board of managers, or employees 
of the Depositor, underwriter, Portfolio Companies, or investment 
adviser to Portfolio Companies, and the amount of the reductions, 
and state from whom additional information may be obtained. For 
special purchase plans or methods that reflect variations in, or 
elimination of, charges other than according to a fixed schedule, 
describe the basis for the variation or elimination (e.g., the size 
of the purchaser, a prior existing relationship with the purchaser, 
the purchaser's assumption of certain administrative functions, or 
other characteristics that result in differences in costs or 
services).

[[Page 14015]]

    (c) Underwriting Procedures. Briefly identify underwriting 
procedures used in connection with the Contract and any effect of 
different types of underwriting on the charges in the Contract. 
Specify the basis of the mortality charges guaranteed in the 
Contracts.
    (d) Increases in Face Amount. Describe in more detail the 
charges assessed on increases in face amount, including the 
procedures used following an increase in face amount to allocate 
cash values and premium payments between the original Contract and 
incremental Contracts.

Item 22. Lapse and Reinstatement

    To the extent that the prospectus does not do so, describe the 
lapse and reinstatement provisions of the Contract. Include a 
discussion of any time limits that apply, how the charge to 
reinstate is determined, and any other conditions that apply to 
reinstatement. Describe the features of any lapse options not 
described in the prospectus, including any factors that will 
determine the amount or duration of the insurance coverage, and the 
limitations and conditions on availability of each lapse option. 
Identify which contract transactions (e.g., loans, partial 
withdrawals and surrenders, transfers) are available while the 
Contract is continued under a lapse option. Indicate when limits on 
contract transactions are different from those that apply prior to 
lapse.

Item 23. Loans

    (a) Loan Provisions. To the extent that the prospectus does not 
do so, explain the loan provisions of the Contract.
    (b) Amount Available. State how the amount available for a 
policy loan is calculated.
    (c) Effect on Cash Value and Sub-Accounts. Describe how loans 
and loan repayments affect cash value and how they are allocated 
among the sub-accounts.
    (d) Interest. Describe how interest accrues on the loan, when it 
is payable, and how interest is treated if not paid. Explain how 
interest earned on the loaned amount is credited to the Contract and 
allocated to the sub-accounts.
    (e) Other Effects. Describe any other effect not already 
described in the prospectus that a loan could have on the Contract 
(e.g., the effect of a Contract loan in excess of cash value).

Item 24. Financial Statements

    (a) Registrant. Provide financial statements of the Registrant.
    Instruction. Include, in a separate section, the financial 
statements and schedules required by Regulation S-X [17 CFR 210]. 
Financial statements of the Registrant may be limited to:
    (i) An audited balance sheet or statement of assets and 
liabilities as of the end of the most recent fiscal year;
    (ii) An audited statement of operations for 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) Depositor. Provide financial statements of the Depositor.
    Instructions.
    1. Include, in a separate section, the financial statements and 
schedules of the Depositor required by Regulation S-X. If the 
Depositor would not have to prepare financial statements in 
accordance with generally accepted accounting principles except for 
use in this registration statement or other registration statements 
filed on Forms N-3, N-4, or N-6, its financial statements may be 
prepared in accordance with statutory requirements. The Depositor's 
financial statements must be prepared in accordance with generally 
accepted accounting principles if the Depositor prepares financial 
information in accordance with generally accepted accounting 
principles for use by Depositor's parent.
    2. All statements and schedules of the Depositor required by 
Regulation S-X, except for the consolidated balance sheets described 
in Rule 3-01 of Regulation S-X [17 CFR 210.3-01], and any notes to 
these statements or schedules, may be omitted from Part B and 
instead included in Part C of the registration statement. If any of 
this information is omitted from Part B and included in Part C, the 
consolidated balance sheets included in Part B should be accompanied 
by a statement that additional financial information about the 
Depositor is available, without charge, upon request. When a request 
for the additional financial information is received, the Registrant 
should send the information within 3 business days of receipt of the 
request, by first-class mail or other means designed to ensure 
equally prompt delivery.
    3. 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. In addition, when the anticipated effective date of a 
registration statement falls within 90 days subsequent to the end of 
the fiscal year of the Depositor, the registration statement need 
not include financial statements of the Depositor more current than 
as of the end of the third fiscal quarter of the most recently 
completed fiscal year of the Depositor unless the audited financial 
statements for such fiscal year are available. The exceptions to 
Rule 3-12 of Regulation S-X contained in this Instruction 3 do not 
apply when:
    (i) The Depositor's financial statements have never been 
included in an effective registration statement under the Securities 
Act of a separate account that offers variable annuity contracts or 
variable life insurance contracts; or
    (ii) 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
    (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 Securities Act (or a fiscal quarter within 90 days of filing if 
the registration statement is filed solely under the Investment 
Company Act) would show a combined capital and 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.
    4. Any interim financial statements required by this Item need 
not be comparative with financial statements for the same interim 
period of an earlier year.

Item 25. Performance Data

    (a) Calculation. If the Registrant advertises any performance 
data, include an explanation of how performance is calculated, 
whether the data reflects all charges, the nature of any charges 
that are not reflected in the data, and the effect on performance of 
excluding those charges. If the Registrant advertises its 
performance calculated in more than one manner, briefly explain the 
material differences between the calculations.
    (b) Quotation. For each sub-account for which the Registrant 
advertises any performance data, furnish:
    (1) a quotation of performance, computed by each of the methods 
used in advertising; and
    (2) the length of and the last day in the period used in 
computing the quotation.

Item 26. Illustrations

    The Registrant may, but is not required to, include a table of 
hypothetical illustrations of death benefits, cash surrender values, 
and cash values in either the prospectus or the SAI. The following 
standards should be used to prepare any table of hypothetical 
illustrations that is included in the prospectus or the SAI:

[[Page 14016]]

    (a) Narrative Information. A clear and concise explanation of 
the illustrations should precede the illustrations.
    (b) Headings. The headings should contain the following 
information: sex, age, rating classification (e.g., nonsmoker, 
smoker, preferred, or standard), premium amount and payment 
schedule, face amount, and death benefit option.
    (c) Premiums, Ages. Premium amounts used in the illustrations 
should not be unduly larger or smaller than the actual or expected 
average Contract size. Ages used in the illustrations should be 
representative of actual or expected Contract sales.
    (d) Rating Classifications. Illustrations should be shown for 
the rating classification with the greatest number of outstanding 
Contracts (or expected Contracts in the case of a new Contract).
    (e) Years. Illustrated values should be provided for Contract 
years one through ten, for every five years beyond the tenth 
Contract year, and for the year of Contract maturity.
    (f) Illustrated Values. Death benefits and cash surrender values 
should be illustrated at two rates of return and two levels of 
charges (described in paragraphs (g) and (i)). The Registrant may 
also illustrate cash values, but cash values must be accompanied by 
corresponding cash surrender values. All illustrated values should 
be determined as of the end of the Contract year.
    (g) Rates of Return. The Registrant should use gross rates of 
return of 0% and one other rate not greater than 10%. Additional 
gross rates of return no greater than 10% may be used. Explain that 
the gross rates of return used in the illustrations do not reflect 
the deductions of the charges and expenses of the Portfolio 
Companies.
    (h) Portfolio Company Charges. Portfolio Company management fees 
and other Portfolio Company charges and expenses should be reflected 
using the arithmetic average of those charges and expenses incurred 
during the most recent fiscal year for all of the available 
Portfolio Companies or any materially greater amount expected to be 
incurred during the current fiscal year. In determining charges and 
expenses incurred during the most recent fiscal year or expected to 
be incurred during the current fiscal year, include amounts that 
would have been incurred absent expense reimbursement or fee waiver 
arrangements.
    (i) Other Charges. Values should be illustrated using both 
current and guaranteed maximum charges at both the 0% rate of return 
and one other rate of return no greater than 10%. Illustrated values 
should accurately reflect all charges deducted under the Contract 
(e.g., mortality and expense risk, administrative, cost of 
insurance) as well as the actual timing of the deduction of those 
charges (e.g., daily, monthly, annually). For example, for a 
Contract with a mortality and expense risk charge that is deducted 
from sub-account assets at a given annual rate, the illustrated 
values will be lower if the charge is deducted from assets on a 
daily basis rather than on a monthly or annual basis.
    (j) Additional Information. Subject to the requirement set out 
in General Instruction C.3.(b), additional information may be shown 
as part of the illustrations, provided that it is consistent with 
the standards of this Item 26.

Part C: Other Information

Item 27. Exhibits

    Subject to General Instruction D regarding incorporation by 
reference and rule 483 under the Securities Act [17 CFR 230.483], 
file the exhibits listed below as part of the registration 
statement. Letter or number the exhibits in the sequence indicated 
and file copies rather than originals, unless otherwise required by 
rule 483. Reflect any exhibit incorporated by reference in the list 
below and identify the previously filed document containing the 
incorporated material.
    (a) Board of Directors Resolution. The resolution of the board 
of directors of the Depositor authorizing the establishment of the 
Registrant.
    (b) Custodian Agreements. All agreements for custody of 
securities and similar investments of the Registrant, including the 
schedule of remuneration.
    (c) Underwriting Contracts. Underwriting or distribution 
contracts between the Registrant or Depositor and a principal 
underwriter and agreements between principal underwriters or the 
Depositor and dealers.
    (d) Contracts. The form of each Contract, including any riders 
or endorsements.
    (e) Applications. The form of application used with any Contract 
provided in response to (d) above.
    (f) Depositor's Certificate of Incorporation and By-Laws. The 
Depositor's current certificate of incorporation or other instrument 
of organization and by-laws and any related amendment.
    (g) Reinsurance Contracts. Any contract of reinsurance related 
to a Contract.
    (h) Participation Agreements. Any participation agreement or 
other contract relating to the investment by the Registrant in a 
Portfolio Company.
    (i) Administrative Contracts. Any contract relating to the 
performance of administrative services in connection with 
administering a Contract.
    (j) Other Material Contracts. Other material contracts not made 
in the ordinary course of business to be performed in whole or in 
part on or after the filing date of the registration statement.
    (k) Legal Opinion. An opinion and consent of counsel regarding 
the legality of the securities being registered, stating whether the 
securities will, when sold, be legally issued and represent binding 
obligations of the Depositor.
    (l) Actuarial Opinion. If illustrations are included in the 
registration statement as permitted by Item 26, an opinion of an 
actuarial officer of the Depositor as to those illustrations 
indicating that:
    (1) the illustrations of cash surrender values, cash values, 
death benefits, and/or any other values illustrated are consistent 
with the provisions of the Contract and the Depositor's 
administrative procedures;
    (2) the rate structure of the Contract, and the assumptions 
selected for the illustrations (including sex, age, rating 
classification, and premium amount and payment schedule), do not 
result in the relationship between premiums and benefits, as shown 
in the illustrations, being materially more favorable than for a 
substantial majority of other prospective Contractowners; and
    (3) the illustrations are based on a commonly used rating 
classification and premium amounts and ages appropriate for the 
markets in which the Contract is sold.
    (m) Calculation. If illustrations are included in the 
registration statement as permitted by Item 26, one sample 
calculation for each item illustrated, e.g., cash surrender value, 
cash value, and death benefits, showing how the illustrated values 
for the fifth Contract year have been calculated. Demonstrate how 
the annual investment returns of the sub-accounts were derived from 
the hypothetical gross rates of return, how charges against sub-
account assets were deducted from the annual investment returns of 
the sub-accounts, and how the periodic deductions for cost of 
insurance and other Contract charges were made to arrive at the 
illustrated values. Describe how the calculation would differ for 
other years.
    (n) Other Opinions. Any other opinions, appraisals, or rulings, 
and related consents relied on in preparing the registration 
statement and required by section 7 of the Securities Act [15 U.S.C. 
77g].
    (o) Omitted Financial Statements. Financial statements omitted 
from Item 24.
    (p) Initial Capital Agreements. Any agreements or understandings 
made in consideration for providing the initial capital between or 
among the Registrant, Depositor, underwriter, or initial 
Contractowners and written assurances from the Depositor or initial 
Contractowners that purchases were made for investment purposes and 
not with the intention of redeeming or reselling.
    (q) Redeemability Exemption. Disclosure (if not provided 
elsewhere in the registration statement) of insurance procedures for 
which the Registrant and Depositor claim any exemption pursuant to 
rule 6e-2(b)(12)(ii) or rule 6e-3(T)(b)(12)(iii) under the 
Investment Company Act.

[[Page 14017]]

Item 28. Directors and Officers of the Depositor

    Provide the following information about each director or officer 
of the Depositor:

------------------------------------------------------------------------
                                            (2)  Positions and offices  
(1)  Name and principal business address          with depositor        
------------------------------------------------------------------------
                                                                        
                                                                        
------------------------------------------------------------------------

    Instruction. Registrants are required to provide the above 
information only for officers or directors who are engaged directly 
or indirectly in activities relating to the Registrant or the 
Contracts, 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 29. Persons Controlled by or Under Common Control with the 
Depositor or the Registrant

    Provide a list or diagram of all persons directly or indirectly 
controlled by or under common control with the Depositor or the 
Registrant. For any person controlled by another person, disclose 
the percentage of voting securities owned by the immediately 
controlling person or other basis of that person's control. For each 
company, also provide the state or other sovereign power under the 
laws of which the company is organized.
    Instructions.
    1. Include the Registrant and the Depositor in the list or 
diagram and show the relationship of each company to the Registrant 
and Depositor and to the other companies named, using cross-
references if a company is controlled through direct ownership of 
its securities by two or more persons.
    2. Indicate with appropriate symbols subsidiaries that file 
separate financial statements, subsidiaries included in consolidated 
financial statements, or unconsolidated subsidiaries included in 
group financial statements. Indicate for other subsidiaries why 
financial statements are not filed.

Item 30. 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 against any liability incurred 
in his or her official capacity, other than insurance provided by 
any underwriter or affiliated person for his or her own protection.

Item 31. Principal Underwriters

    (a) Other Activity. State the name of each investment company 
(other than the Registrant) for which each principal underwriter 
currently distributing the Registrant's securities also acts as a 
principal underwriter, depositor, sponsor, or investment adviser.
    (b) Management. Provide the information required by the 
following table for each director, officer, or partner of each 
principal underwriter named in the response to Item 20:

------------------------------------------------------------------------
   (1)  Name and principal  business        (2)  Positions and offices  
                address                           with depositor        
------------------------------------------------------------------------
                                                                        
                                                                        
------------------------------------------------------------------------

    Instruction. If a principal underwriter is the Depositor or an 
affiliate of the Depositor, 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 Contracts, 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) Compensation From the Registrant. Provide the information 
required by the following table for all commissions and other 
compensation received, directly or indirectly, from the Registrant 
during the Registrant's last fiscal year by each principal 
underwriter:

----------------------------------------------------------------------------------------------------------------
                                                       (3)  Compensation                                        
                                       (2)  Net            on events                                            
     (1)  Name of  principal         underwriting       occasioning the     (4)  Brokerage        (5)  Other    
           underwriter               discounts and      deduction of a        commissions        compensation   
                                      commissions       deferred sales                                          
                                                             load                                               
----------------------------------------------------------------------------------------------------------------
                                                                                                                
                                                                                                                
----------------------------------------------------------------------------------------------------------------

    Instructions.
    1. Disclose the type of services rendered in consideration for 
the compensation listed under column (5).
    2. Exclude information 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. Exclude information about any service for which total 
payments of less than $5,000 were made during each of the 
Registrant's last three fiscal years.
    4. Exclude information about payments made under any agreement 
whereby another person contracts with the Registrant or its 
Depositor to perform as custodian or administrative or servicing 
agent.

Item 32. Location of Accounts and Records

    State the name and address of each person maintaining physical 
possession of each account, book, or other document required to be 
maintained by section 31(a) [15 U.S.C. 80a-30(a)] and the rules 
under that section.

Item 33. Management Services

    Provide a summary of the substantive provisions of any 
management-related service contract not discussed in Part A or B, 
disclosing the parties to the contract and the total amount paid and 
by whom for the Registrant's last three fiscal years.
    Instructions.
    1. The instructions to Item 17 also apply to this Item.

[[Page 14018]]

    2. Exclude information about any service provided for payments 
totaling less than $5,000 during each of the Registrant's last three 
fiscal years.

Item 34. Fee Representation

    Provide a representation of the Depositor that the fees and 
charges deducted under the Contracts, in the aggregate, are 
reasonable in relation to the services rendered, the expenses 
expected to be incurred, and the risks assumed by the Depositor.

SIGNATURES

    Pursuant to the requirements of (the Securities Act and) the 
Investment Company Act, the Registrant (certifies that it meets all 
of the requirements for effectiveness of this registration statement 
under rule 485(b) under the Securities Act and) has duly caused this 
registration statement to be signed on its behalf by the 
undersigned, duly authorized, in the City of ____________________ 
and State of ________________ on the day of ____________________

----------------------------------------------------------------------
Registrant

By---------------------------------------------------------------------
(Signature and Title)

By---------------------------------------------------------------------
(Depositor)

By---------------------------------------------------------------------
(Name of officer of Depositor)

00--------------------------------------------------------------------
(Title)
    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 the Depositor. If the registration statement is being filed only 
under the Investment Company Act, it should be signed only by the 
Registrant.
    Pursuant to the requirements of the Securities Act, this 
registration statement has been signed below by the following 
persons in the capacities and on the dates indicated.
----------------------------------------------------------------------
(Signature)
    
(Title)
----------------------------------------------------------------------
(Date)
    Dated: March 13, 1998.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary

Appendix A

    20[Note: Appendix A to the preamble will not appear in the Code 
of Federal Regulations.]

Regulatory Flexibility Act Certification

    I, Arthur Levitt, Chairman of the Securities and Exchange 
Commission, hereby certify, pursuant to 5 U.S.C. 605(b), that 
proposed Form N-6, if adopted, would not have a significant economic 
impact on a substantial number of small entities. Form N-6 would be 
used by insurance company separate accounts registered as unit 
investment trusts that offer variable life insurance policies for 
registration under the Investment Company Act of 1940 and offer 
securities under the Securities Act of 1933.
    Proposed Form N-6 generally would not have a significant 
economic impact on small entities. Few, if any, registered insurance 
company separate accounts have assets of less than $50,000,000, when 
separate account assets are aggregated with the assets of the 
sponsoring insurance company. As a result, few, if any, small 
entities within the definitions contained in rule 0-10 under the 
Investment Company Act and rule 157 under the Securities Act would 
be affected by proposed Form N-6.

    Dated: March 2, 1998.
Arthur Levitt,
Chairman.
[FR Doc. 98-7072 Filed 3-20-98; 8:45 am]
BILLING CODE 8010-01-U