Form N-6 - United States Securities And Exchange Commission (Page 13 of 29) in pdf

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 “Total Annual [Portfolio Company] Operating Expenses” means either an increase or a decrease in expenses

that occurred during the most recent fiscal year or that is expected to occur during the current fiscal year. A change

in “TotalAnnual [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.

(e) A Registrant may reflect minimum and maximum actual total [Portfolio Company] operating expenses that include expense

reimbursement or fee waiver arrangements in a footnote to the table. If the Registrant provides this disclosure, also disclose

the period for which the expense reimbursement or fee waiver arrangement is expected to continue, or whether it can be

terminated at any time at the option of a Portfolio Company.

(f) A Registrant may include additional tables showing annual operating expenses separately for each Portfolio Company

immediately following the required table of “Total Annual [Portfolio Company] Operating Expenses.” The additional

tables should be prepared in the format, and in accordance with the Instructions, prescribed in Item 3 of Form N-1A [17

CFR 239.15A; 17 CFR 274.11A] for disclosing “Annual Fund Operating Expenses.”

5. New Registrants. For purposes of this Item, a “New Registrant” is a Registrant that does not include in Form N-6 financial

statements reporting operating results or that includes financial statements for the Registrant’s initial fiscal year reporting operating

results for a period of 6 months or less. The following Instructions apply to New Registrants:

(a) Base the percentages in “Total Annual [Portfolio Company] Operating Expenses” on payments that will be made, but

include in expenses amounts that will be incurred without reduction for expense reimbursement or fee waiver arrangements,

estimating amounts of expenses that are not established pursuant to contract. Disclose in a footnote to the table that “Total

Annual [Portfolio Company] Operating Expenses” are based in part, on estimated amounts for the current fiscal year.

(b) A New Registrant may reflect in a footnote to the table expense reimbursement or fee waiver arrangements that are expected

to reduce the minimum and/or maximum total [Portfolio Company] operating expenses shown in the table. If the New

Registrant provides this disclosure, also disclose the period for which the expense reimbursement or fee waiver arrangement

is expected to continue, or whether it can be terminated at any time at the option of a Portfolio Company.

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;

Form N-6 - United States Securities And Exchange Commission Page 13