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A RILA is one of several types of annuity contracts offered by insurance companies. A RILA

summary

The SEC proposed regulatory amendments to improve disclosure for Registered Index-Linked Annuities (RILAs) by requiring Form N-4 registration, enhancing transparency around bounded returns, and applying Rule 156 to prevent misleading sales literature—no fraud or charges were alleged.

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The U.S. Securities and Exchange Commission proposed amendments to require RILAs to be registered on Form N-4, aligning their disclosure rules with those of variable annuities as mandated by Congress in 2022. The changes include tailoring the Key Information Table to highlight RILAs’ capped gains and loss protections, incorporating insights from investor testing to improve comprehension, and applying Rule 156 to prohibit materially misleading sales materials. No fraud, enforcement actions, or financial penalties are involved—this is a proactive regulatory reform to enhance transparency for complex annuity products.

narrative

The U.S. Securities and Exchange Commission proposed regulatory amendments to improve disclosure for Registered Index-Linked Annuities (RILAs) in response to a 2022 Congressional mandate under the Consolidated Appropriations Act. The proposal requires RILAs to be registered on Form N-4, the same form used for variable annuities, and updates the Key Information Table to clearly disclose bounded return structures, including caps on gains and downside protections. The SEC incorporated findings from qualitative and quantitative investor testing to ensure disclosures are understandable to retail investors, particularly regarding how participation rates and buffers affect returns. Rule 156 under the Securities Act of 1933 would be applied to RILA sales literature to prevent materially misleading statements. The proposal also standardizes filing rules and requires RILA issuers to pay fees in arrears via Form 24F-2, consistent with variable annuity practices. Additional enhancements to Form N-4 were proposed for all variable annuities offering index-linked options, informed by the SEC’s historical oversight and investor feedback. No fraud, enforcement actions, or financial penalties are involved; this is purely a disclosure and regulatory modernization initiative to increase transparency and investor protection.

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non-corporate (100%)
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Securities and Exchange Commission
Keywords
formrilacommissioninvestor testingrilasannuitiesproposalinvestorvariable annuitiesamendmentstestingannuity contractsinsurance companiesrila issuersinformation

Extracted insights

Entities 1
  • agency Securities and Exchange Commission
Triples 12
  • U.S. Securities And Exchange Commission proposed amendments to provide a tailored form to register the offerings of registered index-linked annuities
  • Congress directed the Commission to adopt a registration form for RILAs
  • Congress directed the Commission to engage in investor testing
  • The Commission received feedback on individuals’ understanding of and views on RILA disclosure
  • The Commission incorporated the results of that testing in the proposal
  • The proposal would require insurance companies to register RILA offerings on Form N-4
  • The proposal would amend Form N-4 to specifically address the features and risks of RILAs
  • The proposal would permit RILA issuers to use the summary prospectus framework applicable to variable annuities
  • The proposal would require RILA issuers to follow the same rules to update their registration statements
  • The proposal would require RILA issuers to pay fees in arrears on Form 24F-2
  • The proposal would apply rule 156 under the Securities Act of 1933 to RILA issuers
  • The Commission proposed amendments that would apply to variable annuities registering on Form N-4
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FACT SHEET 
Registration for Index-Linked 
Annuities and Amendments to 
Form N-4 
 
 
  
U.S. SECURITIES AND EXCHANGE COMMISSION  PAGE 1 OF 2 
Background 
A RILA is one of several types of annuity contracts offered by insurance companies. A RILA 
investor’s gains or losses are based on whether a selected benchmark, typically an index, 
goes  up  or  down  over  a  set  period  of  time.  These  annuities  also  have  a  “bounded  return  
structure,” meaning that they will usually limit an investor’s losses when the index goes down, 
but at the cost of limiting that investor’s gains when the index goes up. 
While  the  market  for  RILAs  has  grown  in  recent  years,  the Commission’s  disclosure  
requirements  are  not  currently  tailored  specifically  to  RILAs  and  their  features.  In  2022,  
Congress directed the Commission to adopt a registration form for RILAs and to design the 
form to ensure that a purchaser using the form receives the information necessary to make 
knowledgeable  decisions.  Congress  also  directed  the  Commission  to  engage  in  investor  
testing and to incorporate those results into the design of the form. Consistent with Congress’ 
mandate, the Commission received feedback on individuals’   understanding of and views on 
RILA disclosure through investor testing and incorporated the results of that testing in the 
proposal. 
 
 
Proposed Amendments 
Use of Form N-4 and Summary Prospectus for RILAs 
The proposal would require insurance companies to register RILA offerings on Form N-4, the form 
currently applicable  to  most  variable  annuities.  The  proposal  would  also amend  Form  N-4  to 
specifically address the features and risks of RILAs. For example, the proposal would amend the 
 
The Securities and Exchange Commission proposed amendments to provide a tailored form to 
register   the   offerings   of   registered   index-linked   annuities   (RILAs).   The rule   and   form   
amendments would:  
• Provide investors with disclosures tailored to RILAs; 
• Highlight key information about these complex products; and 
• Enhance the registration, disclosure, and advertising framework for RILAs. 
If  adopted,  this  proposal  would  implement  the  requirements  related  to  RILAs  contained  in  
Division AA, Title 1 of the Consolidated Appropriations Act, 2023, and incorporate the results of 
investor testing conducted by the Commission. 
 

FACT SHEET | Registration for Index-Linked Annuities and Amendments to Form N-4  
 
U.S. SECURITIES AND EXCHANGE COMMISSION  PAGE 2 OF 2 
form’s “Key Information Table” (KIT) to highlight key features of RILAs that should be disclosed so 
that investors may determine if a RILA is an appropriate investment for them. The proposal would 
also permit  RILA  issuers  to  use  the  summary  prospectus  framework  applicable to  variable  
annuities. 
Updates to the Filing Rules 
The proposal would provide a consistent registration process for issuers on Form N-4 by requiring 
RILA  issuers  to  follow  the  same  rules  to  update  their  registration  statements  and  to  file  
prospectuses that apply to variable annuities. The proposal would also require RILA issuers to pay 
fees in arrears on Form 24F-2 to accommodate RILA registrations on Form N-4.     
Materially Misleading Statements in Sales Literature 
The  proposal  would apply  rule  156  under  the  Securities  Act  of  1933 to RILA  issuers.  Rule  156 
provides guidance as to when sales literature is materially misleading under the Federal securities 
laws. 
Form N-4 Amendments for Variable Annuities 
The Commission also proposed amendments that would apply to variable annuities registering on 
Form N-4. The amendments generally are designed to enhance disclosure in annuity contracts that 
offer both index-linked and variable options and are informed by the staff’s historical experience in 
administering Form N-4 and observations from relevant investor testing. 
Investor Testing 
The Commission received feedback through qualitative investor testing interviews and quantitative 
testing designed to assess whether the design of certain hypothetical RILA disclosure provided to 
participants  affects  their  comprehension  of  the  disclosed  information.  This  feedback  helped  the  
Commission  to  identify  areas  of  Form  N-4  that  the  Commission  is  proposing  to  amend  to  help 
ensure that a purchaser receiving a RILA prospectus receives key information that is conveyed in 
terms  that  a  purchaser  is  able  to  understand.  The report  outlining  this  feedback  is  available  at 
https://www.sec.gov/files/rila-report-092023.pdf. 
Solicitation of Comments 
In addition to seeking comment on the proposal, the Commission invites retail investors to provide 
feedback on annuities  generally  and  RILAs  in  particular  by  submitting  a  short  Feedback  Flyer,  
available at https://www.sec.gov/files/rules/proposed/2023/rila-feedback-flyer.pdf. 
 
Additional Information: 
Visit sec.gov to find more information about the proposed rulemaking and the full text of the proposing release. 
The public comment period will remain open for 60 days following publication of the release on sec.gov or 30 
days following publication in the Federal Register, whichever period is longer.  
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FACT SHEET 
Registration for Index-Linked 
Annuities and Amendments to 
Form N-4 
 
 
  

U.S. SECURITIES AND EXCHANGE COMMISSION  PAGE 1 OF 2 

Background 
A RILA is one of several types of annuity contracts offered by insurance companies. A RILA 
investor’s gains or losses are based on whether a selected benchmark, typically an index, 
goes up or down over a set period of time. These annuities also have a “bounded return 
structure,” meaning that they will usually limit an investor’s losses when the index goes down, 
but at the cost of limiting that investor’s gains when the index goes up. 

While the market for RILAs has grown in recent years, the Commission’s disclosure 
requirements are not currently tailored specifically to RILAs and their features. In 2022, 
Congress directed the Commission to adopt a registration form for RILAs and to design the 
form to ensure that a purchaser using the form receives the information necessary to make 
knowledgeable decisions. Congress also directed the Commission to engage in investor 
testing and to incorporate those results into the design of the form. Consistent with Congress’ 
mandate, the Commission received feedback on individuals’ understanding of and views on 
RILA disclosure through investor testing and incorporated the results of that testing in the 
proposal. 

 
 

Proposed Amendments 

Use of Form N-4 and Summary Prospectus for RILAs 

The proposal would require insurance companies to register RILA offerings on Form N-4, the form 
currently applicable to most variable annuities. The proposal would also amend Form N-4 to 
specifically address the features and risks of RILAs. For example, the proposal would amend the 

 
The Securities and Exchange Commission proposed amendments to provide a tailored form to 
register the offerings of registered index-linked annuities (RILAs). The rule and form 
amendments would:  

• Provide investors with disclosures tailored to RILAs; 

• Highlight key information about these complex products; and 

• Enhance the registration, disclosure, and advertising framework for RILAs. 
If adopted, this proposal would implement the requirements related to RILAs contained in 
Division AA, Title 1 of the Consolidated Appropriations Act, 2023, and incorporate the results of 
investor testing conducted by the Commission. 
 



FACT SHEET | Registration for Index-Linked Annuities and Amendments to Form N-4  
 

U.S. SECURITIES AND EXCHANGE COMMISSION  PAGE 2 OF 2 

form’s “Key Information Table” (KIT) to highlight key features of RILAs that should be disclosed so 
that investors may determine if a RILA is an appropriate investment for them. The proposal would 
also permit RILA issuers to use the summary prospectus framework applicable to variable 
annuities. 

Updates to the Filing Rules 

The proposal would provide a consistent registration process for issuers on Form N-4 by requiring 
RILA issuers to follow the same rules to update their registration statements and to file 
prospectuses that apply to variable annuities. The proposal would also require RILA issuers to pay 
fees in arrears on Form 24F-2 to accommodate RILA registrations on Form N-4.  

Materially Misleading Statements in Sales Literature 

The proposal would apply rule 156 under the Securities Act of 1933 to RILA issuers. Rule 156 
provides guidance as to when sales literature is materially misleading under the Federal securities 
laws. 

Form N-4 Amendments for Variable Annuities 

The Commission also proposed amendments that would apply to variable annuities registering on 
Form N-4. The amendments generally are designed to enhance disclosure in annuity contracts that 
offer both index-linked and variable options and are informed by the staff’s historical experience in 
administering Form N-4 and observations from relevant investor testing. 

Investor Testing 

The Commission received feedback through qualitative investor testing interviews and quantitative 
testing designed to assess whether the design of certain hypothetical RILA disclosure provided to 
participants affects their comprehension of the disclosed information. This feedback helped the 
Commission to identify areas of Form N-4 that the Commission is proposing to amend to help 
ensure that a purchaser receiving a RILA prospectus receives key information that is conveyed in 
terms that a purchaser is able to understand. The report outlining this feedback is available at 
https://www.sec.gov/files/rila-report-092023.pdf. 

Solicitation of Comments 

In addition to seeking comment on the proposal, the Commission invites retail investors to provide 
feedback on annuities generally and RILAs in particular by submitting a short Feedback Flyer, 
available at https://www.sec.gov/files/rules/proposed/2023/rila-feedback-flyer.pdf. 

 

Additional Information: 
Visit sec.gov to find more information about the proposed rulemaking and the full text of the proposing release. 
The public comment period will remain open for 60 days following publication of the release on sec.gov or 30 
days following publication in the Federal Register, whichever period is longer.  


	Background
	Proposed Amendments
	Additional Information: