Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 14a-2 -- Exemption from Section 14(a) of the Act for Certain Registered Separate Accounts and Their Principal Underwriters

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1. A registered separate account, and any principal underwriter for such account, shall be exempt from section 14(a) of the Act with respect to a public offering of variable annuity contracts participating in such account if, at the commencement of such offering, the insurance company establishing and maintaining such separate account shall have
   
   
   1. a combined capital and surplus, if a stock company, or
      
      
   2. an unassigned surplus, if a mutual company, of not less than $1,000,000 as set forth in the balance sheet of such insurance company contained in the registration statement or any amendment thereto relating to such contracts filed pursuant to the Securities Act of 1933.
      
      
2. Any registered management investment company which has as a promoter an insurance company meeting the requirements of paragraph (a) of this section and which offers its securities to separate accounts of such insurance company registered under the Act as unit investment trusts ("trust accounts"), and any principal underwriter for such investment company, shall be exempt from section 14(a) with respect to such offering and to the offering of such securities to trust accounts of other insurance companies meeting the requirements of paragraph (a) of this section.
   
   
3. Any registered management investment company exempt from section 14(a) of the Act pursuant to paragraph (b) of this section shall be exempt from sections 15(a), 16(a), and 32(a)(2) of the Act, to the extent prescribed in rules 15a-3, 16a-1, and 32a-2 under the Act, provided that such investment company complies with the conditions set forth in those rules as if it were a separate account.

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