N-3/A One can try again. 2021-12-31 true N-4 9876543210 2020-04-30 2020-04-30 iso4217:USD i:pure vip:year

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-3
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.)
THREE-STATE VARIABLE ANNUITY ACCOUNT X
(Exact Name of Registrant)
THREE-STATE LIFE INSURANCE COMPANY
(Name of Insurance Company)
Three Hills Drive, Suite 300 New Bedroom, NJ | 07921-9898
(Address of Insurance Company's Principal Executive Offices) | (Zip Code)
(908) 555-5555
(Insurance Company's Telephone Number, including Area Code)
Three State Agents Inc. Three State Executive Park Wellesley Hills, MA 02481
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: April 30, 2020

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)
☐ | on (date) pursuant to paragraph (a)
☐ | 75 days after filing pursuant to paragraph (a)(2) on (date)
☐ | on (date) pursuant to paragraph (a)(2) of rule 485 under the Securities Act.

If appropriate, check the following box:
☐ | this post-effective amendment designates a new effective date for a previously-filed post-effective amendment.

## Item 1. Front and Back Cover Pages

Front Cover Page. Include information on the outside front cover page of the prospectus.

## Item 2. Key Information

Important Information You Should Consider About the Contract.

FEES AND EXPENSES

Charges for Early Withdrawals | If the contract owner withdraws money from the Contract within 7 years following his or her last purchase payment, he or she will be assessed a surrender charge. Surrender charge (as a percentage of Purchase Payments surrendered/withdrawn)1: 7.00% We may also apply an Interest Adjustment to amounts being withdrawn, surrendered or transferred from a Guaranteed Period account (except for dollar cost averaging, cross-reinvestment, withdrawals)up to the Maximum Annual Withdrawal amount. See Fixed Side of the Contract. For example, if you make an early withdrawal, you could pay a surrender charge of up to $7,000 on a $100,000 investment. 1 The surrender charge percentage is reduced over a 7-year period at the following rates: 7%, 7%, 6%, 6%, 5%, 4%, 3%. The later the redemption occurs, the lower the surrender charge with respect to that surrender or withdrawal. We may reduce or waive this charge in certain situations. See Charges and Other Deductions - Surrender Charge.
Transaction Charges | The contract owner may also be charged for other transactions. These include front-end loads (sales charges), back-end loads (redemption fees) ,charges for transferring Contract value between investment options (exchange fees), and miscellaneous fees for services such as wire transfers.

This would be the text of "Sales Load, Note [Text Block]".

Ongoing Fees and Expenses (annual charges) | The table below describes the fees and expenses that you may pay each year, depending on the options you choose. Please refer to your Contract specifications page for information about the specific fees you will pay each year based on the options you have elected.

|  | Annual Fee | Minimum | Maximum |
|  | Annual Contract expenses (varies by Contract Class) | 1.375% | 2.50% |
|  | Optional benefits available for an additional charge (for a single optional benefit, if elected) | 3.71% | 4.58% |

| Lowest and Highest Annual Cost Table.
| Because your Contract is customizable, the choices you make affect how much you will pay. To help you understand the cost of owning your Contract, the following table shows the lowest and highest cost you could pay each year. This estimate assumes that you do not take withdrawals from the Contract, which could add charges for early withdrawals that substantially increase costs.

|  | Lowest Annual Cost: $220 | Highest Annual Cost: $529 |
|  | Assumes: Investment of $100,000 5% annual appreciation Least expensive combination of Contract Classes and management fees No optional benefits No sales charges No additional purchase payments, transfers or withdrawals | Assumes: Investment of $100,000 5% annual appreciation Most expensive combination of Contract Classes, management fees, and optional benefits No sales charges No additional purchase payments, transfers or withdrawals |

RISKS

Risk of Loss | You may lose money. This is not an FDIC insured deposit.
Not a Short-Term Investment | This is not an appropriate investment for an investment horizon of less than 20 years.
Risks Associated with Investments | The value of investments will rise and fall. We try to have long positions while they are rising and short positions when they are falling, but sometimes we get it backwards. We get our pre- and post- positions reversed, at which point we are pre-post-erous.
Insurance Company Risks | Fire, floods, earthquakes, mud slides, volcanoes, tsunamis, lightning, invasion, civil unrest, pandemic, meteor strikes, zombie apocalypse, etc. Our financial strength rating was AAAAA++ as of the end of 2019. This places our company in the top 1 percent of all insurance companies.

RESTRICTIONS

Investments | This is how investments are restricted. They are put on restriction when they perform poorly. This is how investments are restricted.
Optional Benefits | This is how optional benefits are restricted. They are put on restriction when there are too many claims. This is how optional benefits are restricted.

TAXES

Tax Implications | All payments made are subject to federal, state and local taxes in the year each payment is made.

CONFLICTS OF INTEREST

Investment Professional Compensation | Investment professionals compensation may in part be based on sales charges collected.
Exchanges | We endeavor to avoid conflicts upon exchanging funds between investments.

## Item 3. Overview of the Contract

This is a concise description of the Contract.

## Item 4. Fee Table

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering or making withdrawals from the Contract. Please refer to your Contract specifications page for information about the specific fees you will pay each year based on the options you have elected.

The first table describes the fees and expenses that you will pay at the time that you buy the Contract, surrender or make withdrawals from the Contract, or transfer Contract value between Investment Options. State premium taxes may also be deducted.

Transaction Expenses |  |
| Sales Load Imposed on Purchases (as a percentage of purchase payments) |  | 1.00 | % |
| Deferred Sales Load (or Surrender Charge) (as a percentage of purchase payments) |  | 1.00 | % |
| Deferred Sales Load (or Surrender Charge) (as a percentage of amount surrendered) |  | 1.00 | % |
| Redemption Fee (as a percentage of amount redeemed, if applicable) |  | 1.00 | % |
| Exchange Fee |  | 1.00 | % |

The next table describes the fees and expenses that you will pay each year during the time you own the Contract.

If you choose to purchase an optional benefit, you will pay additional charges, as shown below.

Annual Contract Expenses |
| Administrative Expenses |  | 1.00 | % |
| Base Contract Expenses (as a percentage of average account value) |  | 1.00 | % |
| Management Fees |  | 1.00 | % |
| Other Expenses: Veterans Fund contribution Olympic Fund contribution Wildlife Fund contribution |  | .01 .01 .01 .03 | % % % % |
| Management Fees |  | 1.00 | % |
| Optional Benefit Expense (Percent of Base) |  | 1.00 | % |
| Optional Benefit Expense (Percent of Value) |  | 1.00 | % |
| Acquired Funds Fees and Expenses |  | 1.00 | % |
| Actual Expenses Incurred (Net of Reimbursements) |  | 1.00 | % |
| Total Annual Contract Expenses |  | 1.00 | % |

This text would be for "Other Annual Expenses, Note [Text Block]".

This text would be for "Expense Reimbursements / Fee Waivers, Note [Text Block]".

This text would be for "Acquired Funds Expenses, Note [Text Block]".

This text would be for "Optional Benefits not Included, Note [Text Block]".

This text would be for "Expenses Restated, Note [Text Block]".

This text would be for "Extraordinary Expenses, Note [Text Block]".

Example

This Example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include transaction expenses, annual Contract expenses, and Investment Option operating expenses.

The Example assumes that you invest $100,000 in the Contract for the time periods indicated. The Example also assumes that your investment has a 5% return each year and assumes the most expensive combination of Investment Option operating expenses and optional benefits available for an additional charge. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

If you surrender your Contract at the end of the applicable time period: | 1 year | 3 year | 5 year | 10 year |
$0 | $0 | $0 | $0 |

If you surrender your Contract at the end of the applicable time period: | 1 year | 3 year | 5 year | 10 year |
$0 | $0 | $0 | $0 |

If you surrender your Contract at the end of the applicable time period: | 1 year | 3 year | 5 year | 10 year |
$0 | $0 | $0 | $0 |

Portfolio Turnover

The Investment Option pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual Contract expenses or in the example, affect the Investment Option's performance. During the most recent fiscal year, the Investment Option's portfolio turnover rate was 42.1% of the average value of its portfolio.

## Item 5. Risk Factors

This section discusses risks associated with some features of the contract. See “Definition of key terms” earlier in this Prospectus and “Contract features and benefits” later in this Prospectus for more detailed explanations of terms associated with the Structured Investment Option.

There is a risk of a substantial loss of your principal and previously credited interest because you agree to absorb all losses from the portion of any negative Index Performance Rate that exceeds the Segment Buffer on the Segment Maturity Date or Annual Lock Anniversary. The risk of loss of principal and previously credited interest can become greater in the case of a withdrawal (including a systematic withdrawal, a required minimum distribution, or a withdrawal to pay advisory fees under a Series contract), annuitization, death, surrender, contract cancellation, or transfer prior to a Segment Maturity Date due to charges and adjustments imposed on those distributions, and this may occur even if index performance has been positive.

Insurance Company Risk

No company other than this has any legal responsibility to pay amounts that we owe under the contract including amounts allocated to the structured investment option. The general obligations and any guaranteed benefits under the contract are supported by our general account and are subject to our claims paying ability. You should look solely to our financial strength for our claims-paying ability.

Not a short-term investment

The contract is not a short-term investment and is not appropriate for an investor who needs ready access to cash because the contract is designed to provide for the accumulation of retirement savings and income on a long-term basis. As such, you should not use the contract as a short-term investment or savings vehicle and you should consider whether investing in the contract is consistent with the purpose for which the investment is being considered.

## Item 6. General Description of Registrant, Insurance Company, and Investment Options

This is about the registrant, insurance company and investment options.

## Item 7. Management

A section about management.

## Item 8. Charges

A section about charges.

## Item 9. General Description of Contracts

This is a section generally describing the contracts.

## Item 10. Annuity Period

This is a section about the Annuity Period.

## Item 11. Benefits Available Under the Contract

The following tables summarize information about the benefits available under the contract.

Name of Benefit | Purpose | Is Benefit Standard or Optional | Maximum Fee | Brief Description of Restrictions/ Limitations
Guaranteed Minimum Death Benefit | Provide for your loved ones in the event of your tragically untimely demise. | Optional | 0.15% | Not available to residents of Mount Olympus.
Guaranteed Minimum Withdrawal | Ensure you can score a Benjamin, Jackson or even a Sawbuck any time you want. | Optional | 0.05% | None
Guaranteed Minimum Income | An annuity is so much better when it guarantees income, in fact it's kind of the whole point. | Standard | 0.75% | None
Guaranteed Minimum Accumulation | Guarantee a positive second derivative. | Optional | 1.00% | None
Unique Benefit | It's an invitation to make a reservation. | Standard | 1.1% | No restrictions.

Description of Benefits

Unique Benefit

This benefit is standard. The benefit operates smoothly when the fee of 1 dollar annually per $1,000,000 of coverage is paid. The calculation of the fee is determined as of each policy anniversary and is rounded up to the nearest whole dollar.

Description of Benefit Restrictions, Limitations, and Risks

Unique Benefit

Limitations and restrictions for these benefits are described here. The risks associated with the benefits are covered in the "Key Information" section on Risks.

## Item 12. Purchases and Contract Value

Purchases and contract values go here.

## Item 13. Surrenders and Withdrawals

Surrenders and withdrawals go here.

## Item 14. Loans

Loans go here.

## Item 15. Taxes

Tax consequences go here.

## Item 16. Legal Proceedings

Material legal proceedings go here.

## Item 17. Financial Statements

Financial Statements go here.

## Item 18. Investment Options Available Under the Contract

The following is a list of Investment Options available under the Contract. More information about the Investment Options is available in the Statutory Prospectus for the Contract, which can be requested at no cost by following the instructions on the front cover page or beginning of the Summary Prospectus.

The current expenses and performance information below reflects contract fees and expenses that are paid by each investor. Each Investment Option's past performance is not necessarily an indication of future performance.

Type/ Investment Objective | Investment Option and Adviser/ Subadviser | Current Expenses (excluding optional benefit expenses) | Average Annual Total Returns (excluding optional benefit expenses (as of 12/31/_)
1 year | 5 year | 10 year
First Investment | Lewis, Black and Sons | 1.75% | 5.0% | 27.8% | 63.8%
Second Investment | Dewey, Cheatham & Howe | 1.75% | 5.00% | 27.84% | 63.76%

Some investment options are not available for all benefits. This is the text of 18(1)(e) Some Investments Not Available for all Benefits (N-3) [Text Block]".

Investment Option | [Benefit #1] | [Benefit #2] | [Benefit #3] | [Benefit #4]
Investment Option A | ☑ | ☑ |  |
Investment Option B | ☑ |  |  |
Investment Option C |  |  |  |
Investment Option D |  |  |  |

There are some temporary fee reductions available for some investment options.

## Item 19. Additional Information about Investment Options Available Under the Contract

This would be the text of "19(a)(1) Investment Objectives (N-3) [Text Block]".

This would be the text of "19(a)(2) Implementation of Investment Objectives (N-3) [Text Block]".

This would be the text of "19(a)(2)(i) Investment Strategies (N-3) [Text Block]".

This would be the text of "19(a)(2)(i) 4. Industry Concentration Policy (N-3) [Text Block]".

This would be the text of "19(a)(2)(i) 6. Temporary Defensive Positions (N-3) [Text Block]".

This would be the text of "19(a)(2)(i) 7. Active and Frequent Trading (N-3) [Text Block]".

This would be the text of "19(a)(2)(ii) How Investment Options Decide (N-3) [Text Block]".

This would be the text of "19(b) Principal Risks of Investing (N-3) [Text Block]".

This would be the text of "19(c) Performance of Investment Option (N-3) [Text Block]".

This would be the text of "19(c)(1) Updated Performance Information (N-3) [Text Block]".

This would be the text of "19(c)(2) YTD Return in Note (N-3) [Text Block]".

During the periods shown in the chart: | Returns |  | Quarter Ended |
Highest quarter return | 14.66 | % | March 31, 2012 |
Lowest quarter return | -16.02 | % | December 31, 2014 |

This would be the text of "19(c)(2)(d) Reason for Different Index and New and Former Index (N-3) [Text Block]".

Performance reflects contract fees and expenses that are paid by each investor. This performance does not reflect optional benefit expenses.

AVERAGE ANNUAL TOTAL RETURNS

(For the period ended December 31, ___)

| 1 year | 5 years (or Life of Investment Option) | 10 years (or Life of Investment Option)
Average Annual Total Returns | 5.00% | 27.60% | 62.81%
First Market Index (reflects no deduction for fees, expenses, or taxes) | 5.00% | 27.60% | 62.81%

This would be the text of "19(c)(3)(a)(iii) Reason for Different Class of Multiple Classes (N-3) [Text Block]".

This would be the text of "19(c)(3)(b) New Class of Multiple Classes (N-3) [Text Block]".

## Item 20. Cover Page and Table of Contents

## Item 21. General Information and History

## Item 22. Investment Objectives and Risks

## Item 23. Management of the Registrant

## Item 24. Investment Advisory and Other Services

## Item 25. Portfolio Managers

## Item 26. Brokerage Allocation and Other Practices

## Item 27. Purchase of Securities Being Offered

## Item 28. Underwriters

## Item 29. Calculation of Performance Data

## Item 30. Annuity Payments

## Item 31. Financial Statements

## Item 32. Exhibits

## Item 33. Directors and Officers of the Insurance Company

## Item 34. Persons Controlled by or Under Common Control with the Insurance Company or the Registrant

## Item 35. Indemnification

## Item 36. Business and Other Connections of Investment Adviser

## Item 37. Principal Underwriters

## Item 38. Location of Accounts and Records

## Item 39. Management Services

## Item 40. Fee Representation

# SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, 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 this day of .

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

| Signature | Title | Date