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

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

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.

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.

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

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