As filed with the Securities and Exchange Commission on July 8, 2020

Registration Nos.      333-          
811-21742

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933    [X]

Pre-Effective Amendment No. __                    [   ]

Post-Effective Amendment No. __                  [   ]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   [X]

Amendment No. 32                                          [X]

FIRST INVESTORS LIFE SEPARATE ACCOUNT E
(Exact Name of Registrant)

NASSAU LIFE INSURANCE COMPANY
(Name of Depositor)

One American Row, Hartford, Connecticut 06115
(Address of Depositor’s Principal Executive Offices) (Zip Code)

860-403-5000
(Depositor’s Telephone Number, including Area Code)

The Corporation Trust Company (CT Corp)
1209 N Orange Street
Wilmington, Delaware 19801

(Name and Address of Agent for Service)

Copies of all communications to:

Kostas Cheliotis Dodie C. Kent, Esq.
Vice President, General Counsel, Secretary Partner
Nassau Re Eversheds Sutherland (US) LLP
One American Row 1114 Avenue of the Americas, 40th Floor
Hartford, Connecticut 06115 New York, New York 10036

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

Title of Securities Being Registered: Units of interest in First Investors Life Separate Account E supporting variable life insurance policies.

Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until Registrant shall file a further amendment which specifically states that this Registration Statement shall become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note: Units of interest supporting the variable life insurance policies issued through the Registrant were previously registered on Form N-6 (File Nos. 333-191937, 811-21742). Upon effectiveness of the merger of Foresters Life Insurance and Annuity Company with and into Nassau Life Insurance Company (“NNY”), NNY became the obligor of the policies and the depositor of Registrant, necessitating the filing of a new Registration Statement under the Securities Act of 1933 and an amendment to the Registration Statement under the Investment Company Act of 1940.


VARIABLE UNIVERSAL LIFE

An Individual Flexible Premium Adjustable Variable Life Insurance Policy
Issued By
Nassau Life Insurance Company
Through
First Investors Life Separate Account E

Supplement dated July 8, 2020 to the Prospectus dated May 1, 2020

Administrative Office
Address: Raritan Plaza 1, P.O. Box 7836, Edison, New Jersey 08818-7836
Phone Number: 1-800-832-7783 (9:00 A.M. and 5:00 P.M., Eastern Time)
Website:
www.NSRE.com

This supplement updates certain information contained in the prospectus, dated May 1, 2020, for the Variable Universal Life flexible premium adjustable variable life insurance policy (the “Policy”). Please read this supplement carefully and retain it for future reference. Capitalized terms not otherwise defined in this supplement have the meanings given to them in the prospectus.

Nassau Life Insurance Company (“NNY”) is supplementing the prospectus for the Policy to provide information about the acquisition of the issuer of the Policies, Foresters Life Insurance and Annuity Company (“FLIAC”), by NNY and the subsequent merger (the “Merger”) of FLIAC with and into NNY.

As previously disclosed, NNY entered into an agreement with FLIAC whereby NNY would purchase FLIAC. The acquisition of FLIAC by NNY was completed on July 1, 2020. Following the acquisition, on July 8, 2020, FLIAC merged with and into NNY, with NNY as the surviving company. Upon completion of the Merger, FLIAC’s corporate existence ceased by operation of law. As the surviving company, NNY assumed all the rights, duties and obligations of FLIAC, including those related to the First Investors Life Separate Account E (the “Separate Account” or “Separate Account E”). The Separate Account became a separate account of NNY. NNY assumed legal ownership of the assets of the Separate Account and responsibility for the liabilities and obligations of all outstanding Policies.

The Merger did not affect the terms of, or the rights and obligations under, the Policies other than to change the insurance company that provides Policy benefits from FLIAC to NNY. The Policies continue to be funded by the Separate Account. Policy values did not change as a result of the Merger. No additional charges were imposed and no deductions were made as a result of the Merger. The Merger did not have any tax consequences for Policyowners.

Following the acquisition of FLIAC by NNY, an NNY affiliate, 1851 Securities, Inc., became the principal underwriter for the Policies.

The Policy is no longer available for new sales, but owners of outstanding Policies may continue to make premium payments.

1


Revisions to the Prospectus

The information below describes changes to the prospectus as a result of the Merger and otherwise updates the prospectus.

I. References to FLIAC (including references to “We,” “Us” and “Our”) throughout the prospectus that are not otherwise addressed below are replaced with references to NNY.
   
II. References to FLIAC’s website, www.foresters.com, throughout the prospectus that are not otherwise addressed below are replaced with references to NNY’s website, www.NSRE.com.
   
III. On page 4, the following is added to the end of “General Account Risk” under “SUMMARY OF BENEFITS AND RISKS OF THE POLICY”:

How to Obtain More Information – We encourage Policyowners to read and understand Our financial statements. Our audited financial statements, as well as the audited financial statements of the Separate Account, are located in the Statement of Additional Information. See “FINANCIAL STATEMENTS” below for instructions on how to obtain the Statement of Additional Information free of charge.

IV. On page 10, the following replaces the information under “Who We Are and How to Contact Us” prior to “Separate Account E” under “DESCRIPTION OF THE POLICY”:

Nassau Life Insurance Company
NNY, with its home office at One American Row, Hartford, Connecticut 06115, is a stock life insurance company organized under the laws of the State of New York. NNY is authorized to conduct life and annuity business in all 50 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. The statutory home office of NNY is located at 15 Tech Valley Drive, East Greenbush, New York 12061.

NNY is part of Nassau Financial Group L.P. (the “Nassau Group”). NNY has been operating as an insurance company since 1851. It was acquired by the Nassau Group in 2016. Other affiliates of NNY include 1851 Securities, Inc. (or hereafter “1851”), which is the distributor for the Policies, and the Nassau Companies of New York, which will provide administrative services for the Policies.

For information or service concerning a Policy, You may contact Us in writing at Our Administrative Office located at Raritan Plaza 1, P.O. Box 7836, Edison, New Jersey 08818-7836. You may also call Us at 1-800-832-7783 between the hours of 9:00 A.M. and 5:00 P.M., Eastern Time, or fax Us at 732-510-4209. You may also contact Us through Our website at www.NSRE.com.

You should send any payments, notices, elections or requests (including requests for Fund prospectuses), as well as any other documentation that We require for any purpose in connection with Your Policy, to Our Administrative Office. No payment, notice, election, request or documentation will be treated as having been “received” by Us until We have actually received it, as well as any related forms and items that We require, all in complete and Good Order (i.e., in form and substance acceptable to Us) at Our Administrative Office. To meet Our requirements for processing transactions, We may require that You use Our forms. We will notify You and provide You with an address if We designate another office for receipt of information, payments and documents.

V. Beginning on page 42, the following replaces the section titled “DISTRIBUTION OF THE POLICY” under “DESCRIPTION OF THE POLICY”:

2


DISTRIBUTION OF THE POLICY
The Policies are no longer offered for new sales, but existing Policyowners may continue to make premium payments. As such, the Policy is considered to be continuously offered by NNY and the Separate Account.

Prior to the acquisition of FLIAC by NNY, Foresters Financial Services, Inc., an affiliate of FLIAC, served as principal underwriter and distributor for the Policies. As a result of the acquisition of FLIAC by NNY, effective July 1, 2020, 1851 Securities, Inc., an affiliate of NNY, assumed the role of the principal underwriter and distributor for the Policies. 1851 also serves as principal underwriter and distributor for other variable insurance products issued by NNY and its affiliated companies. NNY or an affiliate thereof reimburses 1851 for expenses that 1851 incurs in distributing variable insurance products of NNY. 1851 does not receive or retain any fees imposed by NNY under variable insurance products issued by NNY; however, 1851 may receive 12b-1 fees or other payments from underlying funds or their affiliates.

1851’s principal executive offices are located at One American Row, PO Box 5056, Hartford, CT 06102. 1851 is registered as a broker-dealer with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 (the “1934 Act”), as well as the securities commissions in the states in which it operates and is a member of the Financial Industry Regulatory Authority (“FINRA”).

1851 and NNY have entered into a selling agreement with Cetera Investment Services LLC (“Cetera”) to cover Cetera’s continued servicing of Policies held by Cetera customers. This agreement also covers Cetera’s sale and servicing of other variable annuity contracts and variable life insurance policies issued by NNY (including those contracts and policies assumed by NNY in connection with the Merger of FLIAC into NNY). Cetera is registered as a broker-dealer with the SEC under the 1934 Act and is a member of FINRA.

Compensation
Under Our agreement with Cetera, We generally pay compensation to Cetera in the form of commissions when a premium payment is made under a Policy. In the first Policy Year, We pay commissions of 99% on premiums paid up to the target premium and 6% on premiums paid in excess of the target premium. We pay commissions of 5% on all premiums paid thereafter. No other sales compensation is paid with respect to any other Policyowner transactions under the Policy. We do not pay compensation to Cetera based on the value of Your Policy.

A portion of the compensation paid by NNY to Cetera is used by Cetera to pay commissions or other compensation to its registered representatives who service the Policy, depending on the agreement between Cetera and the registered representative. Such representatives act as appointed agents of NNY under applicable state insurance law and must be licensed to sell variable insurance products. Cetera or a registered representative may receive different compensation for selling or servicing one variable insurance product compared to another.

To the extent permitted by FINRA rules, overrides and promotional incentives or cash and non-cash payments (including training reimbursement or training expenses) also may be made to Cetera based on premium payments invested in the Policy. Additional payments may be made to Cetera that are not directly related to the investment of additional premium payments in the Policy, such as payments related to the recruitment and training of personnel, production of promotional literature and similar services.

The Policy assesses a front-end sales charge on premium payments, so You directly pay for sales and distribution expenses of NNY when You make a premium payment. You also indirectly pay for sales and distribution expenses of NNY through the overall charges and fees assessed under the Policy. For example, any profits NNY may realize through receiving the separate account charge deducted under Your Policy may be used to pay for sales and distribution expenses. NNY may also pay for sales and distribution expenses out of any payments NNY or 1851 may receive for providing administrative, marketing and other support and services to the Funds. Currently, neither NNY nor 1851 receive such payments with respect to the Policies. Your Policy is subject to a surrender charge if You fully or partially surrender the Policy. See “FEES, CHARGES AND EXPENSES—Surrender Charges” under “DESCRIPTION OF THE POLICY.” Proceeds received by NNY from any surrender charges imposed under the Policy may be used to reimburse NNY for sales and distribution expenses.

3



VI. On page 49, the following is added immediately after the section titled “VOTING RIGHTS” under “OTHER INFORMATION”:

CYBER SECURITY AND BUSINESS CONTINUITY RISKS
Our variable product business is dependent upon the effective operation of Our computer systems and those of Our business partners, and so Our business may be vulnerable to disruptions from utility outages and susceptible to operational and information security risks resulting from information system failures (e.g., hardware and software malfunctions) and cyber-attacks. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, denial of service attacks on websites and other operational disruption and unauthorized release of confidential customer information. Such system failures and cyber-attacks affecting Us, the Funds, intermediaries and other affiliated or third-party service providers may adversely affect Us and Your interest in the Policy.

We are also exposed to risks related to natural and man-made disasters and catastrophes, such as (but not limited to) storms, fires, floods, earthquakes, public health crises, malicious acts and terrorist acts, any of which could adversely affect Our ability to conduct business. A natural or man-made disaster or catastrophe, including a pandemic (such as COVID-19), could affect the ability or willingness of Our employees or the employees of Our service providers to perform their job responsibilities.

LEGAL PROCEEDINGS
We, like other life insurance companies, are subject to regulatory and legal proceedings, including class action lawsuits, in the ordinary course of Our business. Such legal and regulatory matters include proceedings specific to Us and other proceedings generally applicable to business practices in the industry in which We operate. In some lawsuits and regulatory proceedings involving insurers, substantial damages have been sought and/or material settlement payments have been made. Although the outcome of any litigation or regulatory proceeding cannot be predicted with certainty, at the present time, We believe that there are no pending or threatened proceedings or lawsuits that are likely to have a material adverse impact on the Separate Account or on Our ability to meet Our obligations under the Policies or on 1851 in its role as principal underwriter.

VII. On page 49, the following replaces the section titled “FINANCIAL STATEMENTS” under OTHER INFORMATION”:

FINANCIAL STATEMENTS
Audited financial statements of the Separate Account and NNY are included in the Statement of Additional Information. For a free copy of the Statement of Additional Information, simply call or write to Our Administrative Office or contact Us through Our website at www.NSRE.com. The Statement of Additional Information is also available on the SEC’s website at www.sec.gov.

4



Variable Universal Life
A Flexible Premium Adjustable
Variable Life Insurance Policy

Offered By Foresters Life Insurance and Annuity Company Through First Investors Life Separate Account E.

40 Wall Street, New York, New York 10005 / (800) 832-7783

This prospectus describes an individual Flexible Premium Adjustable Variable Life Insurance Policy (the “Policy”) that is offered by Foresters Life Insurance and Annuity Company (“FLIAC”, “We”, “Us” or “Our”) through First Investors Life Separate Account E (“Separate Account E” or “Separate Account”). You can allocate Your Unloaned Accumulation Value to the series of the Delaware VIP® Trust (“Funds” or “VIP Series”) and/or to the Fixed Account (which credits a fixed interest rate We periodically declare).

The Policy is no longer available for new sales. Existing Policyowners may continue to make additional premium payments.

Please read this prospectus and keep it for future reference. It contains important information, including all material benefits, features, rights and obligations under a Policy, that You should know before buying or taking action under a Policy. This prospectus is valid only when accompanied by the current prospectus for the VIP Series.

The Securities and Exchange Commission ("SEC") has not approved or disapproved these securities or passed judgment on the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

FLIAC does not guarantee the performance of the investment options under Separate Account E that correspond to the series of the VIP Series. The Policy is not a deposit or obligation of, or guaranteed or endorsed by, any bank or depository institution, or federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other agency. The Policy involves investment risk, including possible loss of principal amount invested.

The Policy may not be available in all states or jurisdictions. This prospectus does not constitute an offering in any state or jurisdiction in which such offering may not lawfully be made. FLIAC does not authorize any information or representations regarding the offering described in this prospectus other than as contained in this prospectus or any supplement thereto or in any supplemental sales material authorized by FLIAC.

The date of this prospectus is May 1, 2020.



CONTENTS

SUMMARY OF BENEFITS AND RISKS OF THE POLICY         2
       Policy Benefits 2
       Policy Risks 3
       Risks of the VIP Series 5
FEE TABLES 6
DESCRIPTION OF THE POLICY 10
       Who We Are and How to Contact Us 10
       How the Policy Works 14
       Policy Application Process 15
       Premiums 15
       Allocation of Net Premiums to Investment Options 16
       The Death Benefit 20
       Accumulation Value 23
       Surrenders and Partial Withdrawals 24
       Policy Loans 26
       Termination 27
       Settlement Options 30
       Optional Benefits and Insurance Riders 31
       Fees, Charges and Expenses 35
       Other Provisions 39
FEDERAL TAX INFORMATION 44
OTHER INFORMATION 48
       Voting Rights 48
       Reports 49
       Financial Statements 49
APPENDIX A 50
GLOSSARY 51



SUMMARY OF BENEFITS AND RISKS OF THE POLICY

The following is a brief summary of certain features of the Policy. There are both benefits and risks associated with the Policy, and You should consider both the benefits and the risks before You purchase a Policy. More complete and detailed information about these features is provided later in this prospectus.

POLICY BENEFITS

The Policy provides life insurance protection on the named Insured, and pays Death Benefit proceeds when the Insured dies while the Policy is in effect. The Policy offers:

flexible premium payments where You decide the timing and amount of the payment;
 
a choice of two Death Benefit Options;
 
access to the Policy’s Surrender Value through loans, full surrenders and partial withdrawals (within limits);
 
the ability to increase or decrease the Policy’s Face Amount of insurance;
 
a guarantee that the Policy will not lapse during the first 10 Policy Years if the specified minimum monthly premiums have been paid;
 
additional benefits through the use of optional riders; and
 
a selection of investment options, consisting of twelve (12) Subaccounts and a Fixed Account with a guaranteed minimum interest rate.

Death Benefit
Under the Policy, We will pay to Your designated Beneficiary the Death Benefit proceeds if the Policy is in effect when the Insured dies. During the first 10 Policy Years, We guarantee that the Policy will not lapse so long as the total amount of premiums paid (less any loans and partial withdrawals) is at least equal to the minimum monthly premium under Your Policy (which is determined by the Insured’s sex, age on the Issue Date, underwriting classification and the Face Amount of the Policy) multiplied by the number of months the Policy has been in force. Your Policy will stay in effect as long as the Net Surrender Value of Your Policy is sufficient to pay Your Policy’s Monthly Deduction.

The Policy offers You a choice of: (a) a level Death Benefit Option equal to the Face Amount of Your Policy, or (b) a Death Benefit Option which varies and is equal to the sum of Your Policy’s Face Amount and Total Accumulation Value (and, as a result, will increase or decrease depending on the performance of the investment options You select).

2


Investment Options
The Subaccounts invest in corresponding Funds of the VIP Series. Each Fund is a professionally managed mutual fund with its own investment objectives, strategies and risks. The Fixed Account, which is part of Our General Account, bears interest at a fixed guaranteed minimum interest rate, plus any additional interest that in Our sole discretion We may declare. Your Total Accumulation Value (see “Accumulation Value”) and Death Benefit (see “The Death Benefit”) will fluctuate based on a number of factors including the performance of the Subaccounts You select, the proportion of Your Total Accumulation Value which You allocate to the Fixed Account and the interest rate paid on the Fixed Account.

You may change Your allocation of future additional premiums subject to certain limitations. You may also change the allocation of Unloaned Accumulation Value among the Subaccounts, or among the Subaccounts and the Fixed Account, through Transfers of Unloaned Accumulation Value, Automated Subaccount Reallocations, or Systematic Transfers. Changes to the allocations of Unloaned Accumulation Values are subject to certain conditions and restrictions described elsewhere in this prospectus.

Policy Loans
You may borrow up to 75% of the Policy Surrender Value during the first three Policy Years and up to 90% of the Surrender Value thereafter, if You assign Your Policy to Us as sole security. While the receipt of the principal of a Policy loan is generally not taxable, the loan amount may become taxable under certain circumstances.

Surrenders and Partial Withdrawals
You may also fully surrender the Policy at any time while the Insured is living. The amount payable will be the Total Accumulation Value less the applicable surrender charge and any outstanding Policy loan balance, including any accrued loan interest. A surrender is a taxable event. You may request a partial withdrawal of a portion of the Policy’s Unloaned Total Accumulation Value at any time provided You meet Our requirements. Partial withdrawals may reduce Your Death Benefit and may have adverse tax consequences.

Additional Optional Benefits
Subject to availability in Your state, We offer optional benefits and insurance riders for additional benefits to the Policy. For any optional insurance rider You select, You will pay an additional monthly charge, and certain age, insurance underwriting requirements, limitations and restrictions may apply. The additional monthly charge for any optional rider You choose may impact the amount of the specified minimum monthly premiums associated with Your Policy’s no lapse guarantee. You may terminate a rider at any time and Your Monthly Deduction will be adjusted accordingly.

POLICY RISKS
Because of the insurance costs, the Policy is not suitable for You unless You need life insurance. If You have no need for life insurance, You should consider a different type of investment.

3


Risk of Lapse
The Policy involves a long-term commitment on Your part, and You should have the intention and financial ability to make the necessary premium payments. In order to pay the fees and charges associated with the Policy, We deduct certain amounts from Your Policy. Although the Policy provides You with flexibility regarding the timing and amount of the premium payments You make, You may risk a Policy lapse if You forego making sufficient premium payments.

The Policy is not suitable as a short-term savings vehicle.

Investment Risk
The Policy is different from fixed-benefit life insurance because You bear the investment risks and You can lose principal. The Death Benefit and the Total Accumulation Value will increase or decrease as a result of the investment experience of the Subaccounts You select. Each Subaccount has its own investment objectives and investment strategy. The performance of each will vary, and some Subaccounts may be riskier than others. We do not guarantee the investment performance of the Subaccounts. Your allocation choices should be consistent with Your personal investment objective and Your risk tolerance. We bear the investment risk that the Fixed Account will produce a return equal to at least principal plus the minimum guaranteed rate of return. Because You may allocate no more than 50% of Your premiums to the Fixed Account, investing in the Fixed Account does not eliminate investment risks.

General Account Risk
The assets of the General Account support Our insurance obligations and are subject to general liabilities from Our business operations and to claims by Our general creditors. Amounts allocated to the Fixed Account, and any guarantees under Your Policy that exceed Your Policy Value (such as those that may be associated with the Death Benefit), are paid from the General Account. Any such amounts that We are obligated to pay in excess of Your Policy Value are subject to Our financial strength and claims-paying ability. There is no guarantee that We will always be able to meet Our claims-paying obligations.

Tax Risks
If You take a partial withdrawal from Your Policy, reduce the Face Amount of the Policy, eliminate a rider, or make any other material change to the Policy after it is issued, this may convert the Policy into a modified endowment contract (“MEC”). See “Federal Tax Information – Surrenders and Loans” for more information. This can have adverse tax consequences to You.

4


Risks of Policy Loans
If You decide to take Policy loans, they may reduce the Death Benefit and Total Accumulation Value of Your Policy whether or not You repay the loans because loans may undermine the growth potential of Your Policy. In addition, a Policy loan may increase the risk of lapse by decreasing amounts available to pay the Monthly Deduction. While the receipt of the principal of a Policy loan is generally not taxable, it may be taxable if the loan is outstanding when the Policy is surrendered, exchanged, lapsed or converted to continued insurance, or the Policy has been converted into a MEC.

RISKS OF THE VIP SERIES
You bear the investment risk of the Funds underlying the Subaccounts You select. The investment objectives, principal investment strategies, and principal risks of the Funds are described in the attached VIP Series prospectus. There is no guarantee that any of the Funds will achieve its stated investment objective.

5



FEE TABLES

The following tables describe the fees and expenses that You will pay when buying, owning and surrendering the Policy. The cost of insurance charges and optional rider premiums shown may not be representative of what You will pay because these charges are based on the Insured’s age, sex and underwriting class. Your Policy will be accompanied by an illustration based on Your actual annual premium and Face Amount as determined by the Insured’s age, sex, underwriting classification, payment frequency and optional riders selected.

The table below describes the transaction fees and expenses that You will pay under the Policy.

Transaction Fees
Charge When Charge is Deducted Amount Deducted
Maximum Premium
Charge Percentage Imposed on
Premiums (Load)
Upon each premium payment Guaranteed maximum: 8.00%
of each Premium Payment
Current: 5.00% of each
Premium Payment
Surrender Charge(1) Upon full surrender of or any
partial withdrawal from the Policy
Maximum Charge(2)
$49.62 per $1,000 of Face
Amount surrendered or
decreased
Minimum Charge(3)
$0.97 per $1,000 of Face
Amount surrendered or
decreased
Representative Case(4)
$21.68 per $1,000 of Face
Amount surrendered or
decreased
Partial Withdrawal Processing
Fee
Upon any partial withdrawal
from the Policy
$25.00
Transfer Fees(5)
(Limit of 6 transfers in any 12-
month period)
Upon each transfer in excess of
four (4) per Policy Year
$10.00
Optional Rider
Accelerated Death Benefit
Rider Administrative Fee
Upon request for an
accelerated death benefit
(subject to the terms and
conditions of the rider)
$150.00
(1) The surrender charge will vary based on the Insured’s age, gender and underwriting class of risk on the Issue Date and at the time of any increase in the Face Amount.
(2) This maximum surrender charge is based on an Insured with the following characteristics: male, issue age 58, in the standard, tobacco underwriting class of risk in the first Policy Year. This maximum charge may also apply to Insureds with other characteristics.
(3) This minimum surrender charge is based on an Insured with the following characteristics: female, issue age 0, in the standard, non-tobacco underwriting class of risk in the fifteenth Policy Year. This minimum charge may also apply to Insureds with other characteristics.
(4) The representative case is based on Our representative Insured with the following characteristics: male, age 35, in the standard, non-tobacco underwriting class of risk.
(5) The transfer fee applies to transfers of Accumulation Value among the Subaccounts and/or the Fixed Account excluding transfers made under the Systematic Transfer Option or the Automated Subaccount Reallocation Option.

6


The next table describes the fees and expenses that We may deduct from Your Total Accumulation Value periodically over the life of the Policy. These fees and expenses do not include operating fees and expenses of the Funds.

Periodic Charges Other Than Fund Operating Expenses
Charge When Charge is Deducted Amount Deducted
Policy Charge Monthly, on the Issue Date and
on each Monthly Deduction
Date
Guaranteed maximum: $10
Current: $10
Cost of Insurance(1) Monthly, on the Issue Date and
on each Monthly Deduction
Date
Maximum Charge(2)
Guaranteed maximum:
$83.333 per $1,000 net
amount at risk(3)
Current: $41.250 per $1,000
net amount at risk(3)
Minimum Charge(4)
Guaranteed maximum: $0.015
per $1,000 net amount at risk(3)
Current: $0.015 per $1,000 net
amount at risk(3)
Representative Case(5)
Guaranteed maximum: $0.045
per $1,000 net amount at risk(3)
Current: $0.035 per $1,000 net
amount at risk(3)
Separate Account Charge Monthly, on the Issue Date and
on each Monthly Deduction
Date
Guaranteed maximum:
Effective annual rate of 0.50%
of Accumulation Value in the
Subaccounts
Current: Effective annual rate
of 0.50% of Accumulation
Value in the Subaccounts(6)
Face Amount Charge Monthly, on the Issue Date and
on each Monthly Deduction
Date
Maximum Charge(7)
Guaranteed maximum: $0.100
per $1,000 of Face Amount
Current: $0.100 per $1,000 of
Face Amount for the first 10
Policy Years, $0.00 thereafter
Minimum Charge(8)
Guaranteed maximum: $0.017
per $1,000 of Face Amount
Current: $0.017 per $1,000 of 
Face Amount for the first 10
Policy Years, $0.000 thereafter
Representative Case(9)
Guaranteed maximum: $0.017
per $1,000 of Face Amount
Current: $0.017 per $1,000 of
Face Amount for the first 10
Policy Years, $0.00 thereafter
Policy Loan Interest Policy Anniversary 6.00% of the outstanding
loan(10)

7



Periodic Charges Other Than Fund Operating Expenses
Charge When Charge is Deducted Amount Deducted
Optional Riders
Waiver of Specified Monthly
Deduction Rider(11)(12)
On each Monthly Deduction
Date following election of the
Rider
Maximum: 65.00% of Specified
Monthly Deduction(13)
Minimum: 2.00% of Specified
Monthly Deduction(14)
Representative Case: 5.50% of
Specified Monthly Deduction(9)
Spouse Term Rider(12) On each Monthly Deduction
Date following election of the
Rider
Maximum: $5.214 per $1,000
of coverage(15)
Minimum: $0.055 per $1,000
of coverage(16)
Representative Case: $0.185
per $1,000 of coverage(17)
Children’s Term Rider(18) On each Monthly Deduction
Date following election of the
Rider
Maximum: $0.464 per $1,000
of coverage
Minimum: $0.464 per $1,000
of coverage
Accidental Death Benefit
Rider(12)
On each Monthly Deduction
Date following election of the
Rider
Maximum: $0.132 per $1,000
of coverage(19)
Minimum: $0.088 per $1,000
of coverage(20)
Representative Case: $0.088
per $1,000 of coverage(9)
(1) Your cost of insurance charges will be determined by the insurance rates applicable to Your Policy based upon the Insured’s age, sex, underwriting class of risk as well as the net amount at risk (NAR). As a result, the charges disclosed above may not be representative of the charges You will actually pay. You may obtain more information about the charges You will incur by contacting Your representative.
(2) This maximum cost of insurance charge reflects the annual cost of insurance rate per $1,000 of NAR for all rating classifications at age 120.
(3) The net amount at risk (NAR) under a Policy is equal to the Policy's Death Benefit on the Monthly Deduction Date divided by the monthly interest factor less the Total Accumulation Value at the beginning of the month prior to the deduction for the Cost of Insurance. The NAR may decrease or increase depending on the investment experience of the Subaccount(s) and/or the Fixed Account selected.
(4) This minimum cost of insurance charge is based on an Insured with the following characteristics: female, age 5, in the standard, non-tobacco underwriting class of risk.
(5) The representative case is based on Our representative Insured with the following characteristics: male, age 35, in the standard, non-tobacco underwriting class of risk. The charge indicated is the rate We deduct monthly for the first year cost of insurance charge.
(6) The monthly separate account charge is reduced to 0.25% after the first 20 Policy Years on the current scale.
(7) This maximum Face Amount charge is based on an Insured with the following characteristics: male, age 65, in the standard, non-tobacco underwriting class of risk.
(8) This minimum Face Amount charge is based on an Insured with the following characteristics: female, age 5, in the standard, non-tobacco underwriting class of risk.
(9) The representative case is based on Our representative Insured with the following characteristics: male, age 35, in the standard, low band non-tobacco underwriting class of risk.
(10) Because We transfer an amount equal to the amount of the loan from the Separate Account to Our Loan Account, which is a part of Our General Account, while the loan is unpaid, We credit You into Your chosen Subaccount(s) interest at an effective annual rate of 5.00% for the amount maintained in the General Account. As a result, the net interest rate as a cost to You is 1.00%.

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(11) The Specified Monthly Deduction includes the premium charge, the policy charge, the cost of insurance charge, the Face Amount charge and optional rider charges (if any). The Specified Monthly Deduction does not include the separate account charge.
(12) The charges associated with this optional rider will be determined based upon the Insured’s age, sex and underwriting class of risk. As a result, the charges disclosed above may not be representative of the charges You will actually pay. You may obtain more information about the charges You will incur by contacting Your representative.
(13) This maximum charge for the Waiver of Specified Monthly Deduction rider is based on an Insured with the following characteristics: female, age 55, in the standard, non-smoker underwriting class of risk.
(14) This minimum charge for the Waiver of Specified Monthly Deduction rider is based on an Insured with the following characteristics: male, age 25, in the standard, non-smoker underwriting class of risk.
(15) This maximum charge for the Spouse Term Rider is based on an Insured with the following characteristics: male, age 64, in the standard, smoker underwriting class of risk.
(16) This minimum charge for the Spouse Term Rider is based on an Insured with the following characteristics: female, age 18, in the standard, non-smoker underwriting class of risk.
(17) The representative case for the Spouse Term Rider is based on Our representative Insured with the following characteristics: male, age 35, in the standard, non-smoker underwriting class of risk.
(18) The monthly charge for the Children’s Term Rider is for any and all children You have or may have and does not vary based on insurance characteristics.
(19) This maximum charge for the Accidental Death Benefit rider is based on an Insured with the following characteristics: male, age 60, in the standard, smoker underwriting class of risk.
(20) This minimum charge for the Accidental Death Benefit rider is based on an Insured with the following characteristics: female, age 20, in the standard, non-smoker underwriting class of risk.

The next table below describes the range of fees and expenses for the Funds that You will indirectly pay during the time that You own the Policy. The table shows the minimum and maximum Total Annual Fund Operating Expenses as of December 31, 2019. These expenses may be higher or lower in the future. More detail concerning each Fund’s fees and expenses is contained in the accompanying prospectus for the Funds.

Total Annual Fund Operating Expenses
Minimum Maximum
Range of expenses that are deducted from Fund
assets, including management fees and other
expenses
0.73% 1.42%

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DESCRIPTION OF THE POLICY

Who We Are and How to Contact Us

Foresters Life Insurance and Annuity Company (“FLIAC”, “We” and “Our”), with its home office located at 40 Wall Street, New York, New York 10005, is a stock life insurance company incorporated under the laws of the State of New York in 1962. We issue life insurance policies and annuity contracts.

FLIAC is part of Foresters Financial Holding Company, Inc. (“FFHC”), a holding company which owns all of the voting common stock of FLIAC. Foresters Financial Services, Inc. (“FFS”), an affiliate of FLIAC, is currently the distributor of the Policies.

On October 17, 2019, The Independent Order of Foresters announced that it had entered into a Purchase and Sale Agreement with Nassau Life Insurance Company (“Nassau Life”) whereby Nassau Life will purchase FFHC and, its sole subsidiary, FLIAC. FLIAC and Nassau Life expect to close the transaction on or about June 1, 2020 at which time, FLIAC will become a subsidiary of Nassau Life.

For information or service concerning a Policy, You can contact Us in writing at Our Administrative Office, located at Raritan Plaza 1, P.O. Box 7836, Edison, NJ 08818-7836. You can call Us at (800) 832-7783 between the hours of 9:00 a.m. to 6:00 p.m., Eastern Time, or fax Us at (732) 510-4209. You can also contact Us through Our website at www.foresters.com.

You should send any payments, Notices, elections, or requests, as well as any other documentation that We require for any purpose in connection with Your Policy to Our Administrative Office. No such payment, Notice, election or request will be treated as having been “received” by Us until We have actually received it, as well as any related forms and items that We require, all in complete and Good Order (i.e., in form and substance acceptable to Us) at Our Administrative Office. We will notify You and provide You with an address if We designate another office for receipt of information, payments and documents.

Separate Account E
We issue the Policies described in this prospectus through First Investors Life Variable Account E (“Separate Account E”). We established Separate Account E on September 30, 2004, under the provisions of the New York Insurance Law. Separate Account E is registered with the SEC as a unit investment trust under the Investment Company Act of 1940, as amended (the “1940 Act”).

We segregate the assets of Separate Account E from the assets in Our general account (the “General Account”). The assets of Separate Account E fall into two categories: (1) assets equal to Our reserves and other liabilities under the Policies and (2) additional assets derived from expenses that We charge to Separate Account E. The assets equal to Our reserves and liabilities support the Policy. We cannot use these assets to satisfy any of Our other liabilities. The assets We derive from Our charges do not support the Policy, and We can transfer these assets in cash to Our General Account. Before making a transfer, We will consider any possible adverse impact that the transfer may have on Separate Account E.

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All the income, gains and losses (realized or unrealized) allocated to Separate Account E are credited to or charged against Separate Account E without regard to Our other business. We are obligated to pay all amounts promised to Policyowners under the Policies even if these amounts exceed the assets in Separate Account E. Assets allocated to Separate Account E support the benefits under the Policy. The assets are in turn invested by each Subaccount of Separate Account E into a corresponding Fund at net asset value. Therefore, We own the shares of the underlying Funds, not You.

Each Subaccount reinvests any distributions it receives from a Fund by purchasing additional shares of the distributing Fund at net asset value. Accordingly, We do not expect to pay You any capital distributions from the Policies.

The Fixed Account
The Fixed Account is not part of Separate Account E. It is part of Our General Account. The General Account consists of all assets owned by Us, other than those in Separate Account E or in any other legally segregated separate accounts. The assets of the General Account support Our insurance obligations and are subject to general liabilities from Our business operations and to claims by Our general creditors. The assets of the General Account can be invested as We choose, subject to certain legal requirements. We guarantee that any assets that You choose to allocate to the Fixed Account will earn at least 2.00%, the minimum effective annual interest rate associated with Your Policy.

We may, but are not required to, declare interest in excess of this rate (“excess interest”). In the event that We declare excess interest, We are not required to guarantee that it will remain in effect for any specific period of time. Therefore, We may reduce or eliminate such excess interest at any time without prior notice to You. However any excess interest already credited to Your account is non-forfeitable. You do not share in any gains or losses that We experience in the Fixed Account or Our General Account. We bear the entire risk that the investments in Our General Account may not achieve the minimum guaranteed or declared rates of return.

Amounts allocated to the Fixed Account, and any guarantees under Your Policy that exceed Your Policy Value (such as those that may be associated with the Death Benefit), are paid from the General Account. Any such amounts that We are obligated to pay in excess of Your Policy Value are subject to Our financial strength and claims-paying ability. There is no guarantee that We will always be able to meet Our claims-paying obligations.

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The interests in the Fixed Account are not registered under the Securities Act of 1933. Neither the Fixed Account nor the General Account is registered as an investment company under the 1940 Act. Disclosures regarding the Fixed Account, however, are subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of statements made in the prospectus.

VIP Series
On October 4, 2019, each series of the First Investors Life Series Funds managed by Foresters Investment Management Company, Inc. an affiliate of FLIAC, which prior to that date were the only funds available to Contractowners, reorganized into a substantially similar series of the Delaware VIP® Trust, managed by Delaware Management Company (“DMC”), a series of Macquarie Investment Management Business Trust.

The Delaware VIP Trust is an open-end management investment company registered with the SEC under the 1940 Act. The VIP Series consist of a variety of separate Funds, twelve (12) of which are available to Contractowners. Each of the Funds currently offers its shares only through the purchase of a Contract or another variable life or variable annuity Contract issued by FLIAC or by other insurance companies. Each of the Funds reserves the right to offer its shares to other separate accounts or directly to Us. Although some of the Funds have similar names, the same portfolio manager and the same investment objectives as other publicly available mutual funds, they are separate and distinct from these mutual funds. The Funds will have different portfolio holdings and fees so their performances will vary from the other mutual funds.

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The VIP Series are selected to provide an appropriate range of investment options for persons invested in the Policies from conservative to more aggressive investment strategies. DMC is the investment adviser of the VIP Series and receives investment management fees for its services. DMC pays a portion of its investment management fees to subadvisers who manage certain of the VIP Series. DMC is a series of Macquarie Investment Management Business Trust, a Delaware statutory trust, and is located at 2005 Market Street, Philadelphia, PA 19103. DMC has retained Smith Asset Management Group, L.P., 100 Crescent Court, Suite 1150, Dallas, TX 75201, to serve as the subadviser of the Delaware VIP Growth Equity Series and Ziegler Capital Management, LLC, 170 West Madison Street, 24th floor, Chicago, IL 60602 to serve as subadviser for the Delaware VIP Covered Call Strategy Series. In addition, DMC may seek investment advice, recommendations and/or allow security trades on its behalf for Funds in the VIP Series by certain of its affiliates which have specialized market knowledge in relevant areas and which it has engaged as a subadvisor to Funds in the VIP Series. These affiliated subadvisors include, Macquarie Investment Management Austria Kapitalanlage AG, Kaerntner Strasse 28, 1010 Vienna , Austria, with respect to the Delaware VIP Fund For Income Series, Delaware VIP Limited Duration Bond Series, Delaware VIP Total Return Series and Delaware VIP Investment Grade Series; Macquarie Investment Management Global Limited, 50 Martin Place, Sydney Australia with respect to the Delaware VIP Fund For Income Series, Delaware VIP Equity Income Series, Delaware VIP Growth and Income Series, Delaware VIP Opportunity Series, Delaware VIP Limited Duration Bond Series, Delaware VIP Special Situations Series, Delaware VIP International Series, Delaware VIP Total Return Series and Delaware VIP Investment Grade Series; Macquarie Investment Management Europe Limited, 28 Ropemaker Street, London, England with respect to the Delaware VIP Fund For Income Series, Delaware VIP Limited Duration Bond Series, Delaware VIP Total Return Series and Delaware VIP Investment Grade Series; Macquarie Funds Management Hong Kong Limited, Level 18, One International Finance Centre, One Harbour View Street, Central, Hong Kong, with respect to the Delaware VIP Equity Income Series, Delaware VIP Growth and Income Series, Delaware VIP Opportunity Series, Delaware VIP Special Situations Series, Delaware VIP International Series and Delaware VIP Total Return Series. See the VIP Series prospectus for more information about the investment adviser and subadvisers.

The following table includes the investment objective for each available Fund. There is no guarantee that any of the Funds will achieve its stated objective. There is a Subaccount with a similar name as its corresponding underlying Fund. The following table also identifies the Subaccount that corresponds with each Fund. The degree of investment risk You assume will depend on the Subaccounts You select. You should consider Your allocations carefully. The investment objectives, principal investment strategies, principal risks and management of the Funds are described in the attached VIP Series prospectus, which You should read carefully before investing. You may obtain a VIP Series prospectus by writing to Us at Our Administrative Office, located at Raritan Plaza 1, Edison, NJ 08837, calling Us at (800) 832-7783 between the hours of 9:00 a.m. to 6:00 p.m., Eastern Time, or faxing Us at (732) 510-4209. You also can obtain a VIP Series prospectus at www.delawarefunds.com/dcio/literature.

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Subaccount Fund Investment Objective
Covered Call
Strategy Subaccount
      Delaware VIP Covered
Call Strategy Series
      Long-term capital appreciation.
Equity Income
Subaccount
Delaware VIP Equity
Income Series
Total return.
Fund For Income
Subaccount
Delaware VIP Fund For
Income Series
High current income.
Government Cash
Management
Subaccount
Delaware VIP
Government Cash
Management Series
Current income consistent with the preservation of capital and maintenance of liquidity.
Growth and Income
Subaccount
Delaware VIP Growth
and Income Series
Long-term growth of capital and current income.
International
Subaccount
Delaware VIP
International Series
Long-term capital growth.
Investment Grade
Subaccount
Delaware VIP
Investment Grade
Series
A maximum level of income consistent with investment primarily in investment grade debt securities.
Limited Duration
Bond Subaccount
Delaware VIP Limited
Duration Bond Series
Current income consistent with low volatility of principal.
Opportunity
Subaccount
Delaware VIP
Opportunity Series
Long-term capital growth.
Growth Equity
Subaccount
Delaware VIP Growth
Equity Series
Long-term growth of capital.
Special Situations
Subaccount
Delaware VIP Special
Situations Series
Long-term growth of capital.
Total Return
Subaccount
Delaware VIP Total
Return Series
Sustainable current income with potential for capital appreciation with moderate investment risk.

HOW THE POLICY WORKS
The Policy provides life insurance protection on the named Insured, and pays Death Benefit proceeds when the Insured dies while the Policy is in effect. The Policy offers: (1) flexible premium payments where You decide the timing and amount of the payment; (2) a choice of two Death Benefit Options; (3) access to the Policy’s Surrender Value through loans, full surrenders and partial withdrawals (within limits); (4) the ability to increase or decrease the Policy’s Face Amount; (5) a guarantee that the Policy will not lapse during the first 10 Policy Years if the specified minimum monthly premiums have been paid; (6) additional benefits through the use of optional riders; and (7) a selection of investment options, consisting of twelve (12) Subaccounts and a Fixed Account with a guaranteed minimum interest rate. We will pay the designated Beneficiary the Death Benefit proceeds if the Policy is still in effect when the Insured dies. During the first 10 Policy Years, We guarantee that the Policy will not lapse so long as the total amount of premiums paid (less any loans and partial withdrawals) is at least equal to the minimum monthly premium under Your Policy (which is determined by the Insured’s sex, age on the Issue Date, underwriting classification and the Face Amount of the Policy) multiplied by the number of months the Policy has been in force. Your Policy will stay in effect as long as the Net Surrender Value of Your Policy is sufficient to pay Your Policy’s Monthly Deduction.

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The Policy offers You a choice of: (a) a level Death Benefit Option equal to the Face Amount of Your Policy, or (b) a Death Benefit Option which varies and is equal to the sum of Your Policy’s Face Amount and Total Accumulation Value (and, as a result, will increase or decrease depending on the performance of the investment options You select). The Death Benefit proceeds will be reduced by any outstanding loans and accrued interest and any due and unpaid charges.

POLICY APPLICATION PROCESS
To purchase a Policy, You must submit a completed life insurance Application to Us and provide Us with evidence of insurability that is satisfactory to Us. Before issuing a Policy, We conduct underwriting to determine the proposed Insured's insurability.

We conduct, at our expense, standard underwriting, which may include, but is not limited to, the testing of blood and urine, a physical examination, communication with the proposed Insured’s physician or other tests We feel are necessary or appropriate. The amount of information We require for standard underwriting depends on the proposed Insured’s age and the amount of insurance for which the proposed Insured has applied.

If Your Application is accepted, We will credit Your Policy with the initial Net Premium on the Issue Date. Until such time, Your initial premium is held in Our General Account, during which time it may earn interest. If a Policy is not issued, We will return Your premium without interest. We reserve the right to reject any Application for any reason, including but not limited to failure to meet Our underwriting criteria. The Insured will be covered under the Policy as of the Policy’s Issue Date.

PREMIUMS
The initial premium is the premium due on the Issue Date. The minimum amount of the initial premium is the minimum amount necessary for us to issue a Policy and is determined by Your age, sex, underwriting classification and the Face Amount You select. Once You have purchased Your Policy, You can make premium payments as often as You like and for any amount You choose, within certain limits discussed below.

You will select a planned premium schedule in Your Application. The planned premium schedule is Our understanding of Your intention regarding premium payments at any particular time. You may change the amount and/or frequency of Your planned premium by giving us Notice.

Our acceptance of Your planned premium schedule does not in any way imply or guarantee insurance coverage or any other benefit provided by this Policy will continue.

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If Your planned premium schedule payment frequency is annual, semi-annual or quarterly, We will send You a premium reminder notice for the amount of the planned premium.

Regardless of the planned premium schedule, additional premiums may be paid at any time and in any amount, within certain limits discussed below. However, You should note carefully that the amount and frequency of premiums paid will affect values in this Policy and may affect the amount and duration of insurance.

If You have a Policy loan balance and payment is intended by You to be a Policy loan repayment, You must designate the payment as a loan repayment; otherwise We will credit the payment amount to the Policy as a premium payment and allocate the premium according to the allocation instructions You previously provided.

Premium Limits
The following limits apply to the premiums you may make:

Except in the case of an exchange from another MEC, We will not accept, within the first Policy Year, a premium that will cause this Policy to become a MEC. Please see the discussion of “Federal Tax Information” below for more on certain federal income tax aspects of MECs.
 
We will not accept a premium payment that is less than the minimum premium amount under Your Policy.
 
We reserve the right to request that You provide evidence of insurability satisfactory to Us and We may limit or reject any additional premium payments.

ALLOCATION OF NET PREMIUMS TO INVESTMENT OPTIONS
When You purchase a Policy, You select the percentage allocation of Your premium to the Subaccounts of Separate Account E and/or the Fixed Account.

Your allocations are subject to the following constraints:

1. Allocation percentages must be in whole numbers;
     
2. Allocation percentages must add to 100%; and
 
3. The allocation percentage for the Fixed Account may not exceed 50%.

On the Policy’s Issue Date, the proportion of the initial Net Premium You designated for the Fixed Account will be allocated to the Fixed Account. The remainder of the initial Net Premium You designated for the Subaccounts will be allocated to the Government Cash Management Subaccount for the Right to Examine Period. Upon the expiration of the Right to Examine Period, We will reallocate the Subaccount Accumulation Value in the Government Cash Management Subaccount to the Subaccounts You designated on Your Application. Subsequent premiums will be allocated to the Fixed Account and/or the Subaccounts according to Your allocation percentages on file, unless You request a change in Your allocation percentages. A change in the allocation percentages for future premiums will affect reallocations occurring under the Automated Subaccount Reallocation Option. See “Automated Subaccount Reallocation Option” for additional information.

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The Net Premium is credited to Your Policy on the Policy's Issue Date and on the day We receive each additional premium from You. Your Net Premiums buy units of the Subaccounts and not shares of the Funds in which the Subaccounts invest.

Reallocating Your Policy Assets
Subject to the restrictions discussed below, You may change the allocation of Your Unloaned Accumulation Value (the value of the Subaccount Accumulation Value plus the Fixed Account Accumulation Value) among the Subaccounts, or among the Subaccounts and the Fixed Account, through a Transfer of Unloaned Accumulation Value by written Notice, by telephone, or through participation in Our Systematic Transfer Option or Our Automated Subaccount Reallocation Option. Only the Automated Subaccount Reallocation Option or the Systematic Transfer Option, but not both, may be in effect at the same time.

Transfer of Unloaned Accumulation Value
You may transfer all or a portion of the Unloaned Accumulation Value between any two or more of the Subaccounts, or between one or more Subaccounts and the Fixed Account by providing Us with written Notice of Your request or by calling (800) 832-7783. There is a limit of six transfers between two or more Subaccounts in any 12-month period. Only one transfer of the Unloaned Accumulation Value either to or from the Fixed Account is allowed in any 12-month period. The minimum transfer amount is $100. Each transfer from the Fixed Account is limited to the greater of $1,000 or 25% of the Fixed Account Accumulation Value. Each transfer to the Fixed Account may not be more than the amount that would cause the ratio of the Fixed Account Accumulation Value to the Total Accumulation Value to exceed 50%.

We charge a $10 fee for transfers in excess of four per Policy Year including those involving the Fixed Account. A transfer of Unloaned Accumulation Value made while the Automated Subaccount Reallocation Option is in effect automatically terminates the Automated Subaccount Reallocation Option. Requests for transfers are processed as of the Business Day We receive them, as described in “Processing Transactions”. We may defer transfers under the conditions described under “Payment and Deferment”.

Telephone Transfer Option
You may make transfers of Unloaned Accumulation Value as described above via telephone by calling (800) 832-7723. You will be required to provide certain information for identification purposes when requesting a transaction by telephone and We may record Your telephone call. We may require written confirmation of Your request.

17


We will not be liable for losses resulting from telephone requests that We believe are genuine. We reserve the right to revoke or limit Your telephone transaction privileges. Telephone privileges may be denied to market timers and frequent or disruptive traders.

We cannot guarantee that telephone transactions will always be available. For example, there may be interruptions in service beyond Our control such as weather-related emergencies.

Systematic Transfer Option
You may request that a specified dollar amount of Unloaned Accumulation Value be transferred from any one or more Subaccounts (the “originating Account(s)”) to any one or more other Subaccounts (the “receiving Account(s)”) at monthly or quarterly intervals, as selected. The first such systematic transfer occurs on the first Business Day of the Policy Month or Policy Quarter that next follows the date We receive Your request. Transfers under this option may not be designated either to or from the Fixed Account. The minimum amount that may be transferred either from or to any one Account is $100. All transferred amounts must be specified in whole dollars.

The Systematic Transfer Option will terminate as to an originating Account if and when that Account is depleted. Currently, transfers made under this option are not subject to any fee and are not included in the yearly transfer count for purposes of determining whether a transfer fee applies, see “Transfer of Unloaned Accumulation Value” above. However, We reserve the right to impose a charge in the future for this option not to exceed $10. The Systematic Transfer Option terminates if and when the Unloaned Accumulation Value remaining in the originating Subaccount is depleted. We may terminate this option or modify Our rules governing this option at Our discretion by giving You 31 days written notice.

Automated Subaccount Reallocation Option
If You request, We will automatically reallocate the Subaccount Accumulation Value every Policy Quarter according to the most recent premium allocation instructions on file with Us. The first such reallocation will occur on the first Business Day of the Policy Quarter that next follows the date on which We receive Your request.

Upon reallocation, the amount of Subaccount Accumulation Value allocated to each Subaccount is equal to (a) multiplied by (b), where:

(a) is equal to:
 
1. The allocation percentage You have specified for that Subaccount; divided by
           
2. The sum of the allocation percentages for all such Subaccounts; and,
 
(b) is equal to the sum of the Accumulation Values in all of the Subaccounts at the time of the reallocation.

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Any requested changes in Your premium allocation instructions are reflected in the next quarterly reallocation following the change. The reallocation will only affect the allocation of Unloaned Accumulation Values among the Subaccounts. It will not affect the Fixed Account Accumulation Value. Reallocation transfers of Subaccount Accumulation Value made under this option are not subject to the minimum transfer amount described under “Transfer of Unloaned Accumulation Value”. Currently, transfers made under this option are not subject to any fee and are not included in the yearly transfer count for purposes of determining whether a transfer fee applies. However, We reserve the right to impose a charge for this option in the future not to exceed $10.

A transfer of Unloaned Accumulation Value made while this Automated Subaccount Reallocation Option is in effect automatically terminates the option. You may subsequently reelect this option by providing Us with Notice. We may terminate or modify Our rules governing this option by giving You 31 days written notice.

Our Policies on Frequent Reallocations Among Subaccounts
The Policy is designed for long-term insurance/investment purposes. It is not intended to provide a vehicle for frequent trading or market timing. We therefore limit reallocations to six in any 12-month period (not counting systematic and automated reallocations). We apply this limitation uniformly to all Policies.

We monitor Subaccount reallocations in an effort to prevent Policyowners from exceeding the annual limit on reallocations. We cannot guarantee that Our monitoring efforts will be effective in identifying or preventing all market timing or frequent trading activity in the Subaccounts.

We will only accept a transaction request that is in writing or by telephone, and that complies with Our requirements for such requests. We will not accept transaction requests by any other means, including, but not limited to, facsimile or e-mail requests. As described in the VIP Series prospectus, the Board of Trustees of the Funds has adopted policies and procedures to detect, deter and prevent frequent trading in the shares of the VIP Series and reject, without any prior notice, any purchase or exchange transaction if the Funds believe that the transaction is part of a market timing strategy. In order to protect Policyowners and to comply with the underlying Funds’ policies, it is Our policy to reject any reallocation request, without any prior notice, that appears to be part of a market timing strategy based upon the holding period of the investment, the amount of the investment being exchanged, and the Subaccounts involved.

The Risks to Policyowners of Frequent Reallocations
To the extent that Our policies are not successful in detecting and preventing frequent trading in the Subaccounts, frequent trading may: (a) interfere with the efficient management of the underlying Funds by, among other things, causing the underlying Funds to hold extra cash or to sell securities to meet redemptions; (b) increase portfolio turnover, brokerage expenses, and administrative costs; and (c) harm the performance of the Funds, particularly for long-term shareholders who do not engage in frequent trading. These risks may in turn adversely affect Policyowners who invest in the Funds through Our Subaccounts.

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In the case of the Subaccounts that invest indirectly in high yield bonds and small cap stocks, the risk of frequent trading includes the risk that investors may attempt to take advantage of the fact that these securities may trade infrequently and therefore their prices may be slow to react to information. This could cause dilution in the value of the shares held by other shareholders.

In the case of the Subaccounts that invest indirectly in foreign securities, the risks of frequent trading include the risk of time zone arbitrage. Time zone arbitrage occurs when shareholders attempt to take advantage of the fact that the valuation of foreign securities held by a Fund may not reflect information or events that have occurred after the close of the foreign markets on which such securities principally trade but before the close of the New York Stock Exchange (“NYSE”). This could cause dilution in the value of the shares held by other shareholders.

THE DEATH BENEFIT
The Death Benefit is the amount We pay to the named Beneficiary upon the death of the Insured prior to the Maturity Date while this Policy is in force. The Death Benefit is the greater of the Basic Death Benefit or the Minimum Death Benefit, as described below. You may select between two options of the Basic Death Benefit.

The amount of the Death Benefit will depend upon the Face Amount of insurance coverage You select, the Death Benefit option You elect, the performance of the Subaccounts to which You allocate Your assets, the interest You earn on allocations, if any, to the Fixed Account, any optional riders You elect, and the amount of any Policy loans outstanding upon the death of the Insured.

Face Amount
You select the Face Amount of insurance coverage when You purchase the Policy. Our current minimum Face Amount for a Policy is $100,000. The Face Amount of Your Policy affects the Death Benefit to be paid and the fees and charges You will pay under the Policy. You may request to increase or decrease the Face Amount, but You may not decrease the Face Amount below the minimum Face Amount.

Increasing the Face Amount - You may request an increase in the Face Amount by giving us Notice. We will require evidence of insurability acceptable to Us, based on Our current published underwriting standards. The attained age of the Insured at the time of request must be less than the maximum issue age for this Policy. The minimum Face Amount increase is $50,000. The cost of insurance for each increase in the Face Amount will be based on the Insured’s attained age and underwriting risk class at the time the increase takes effect. An increase in Face Amount will result in a new table of surrender charges applicable to that increase (see “Surrender Charges”).

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Before requesting an increase in the Face Amount, You should consider that any increase in the Face Amount will result in additional cost of insurance charges, additional surrender charges, and a new period for incontestability or certain suicide provisions applicable to the increase.

Decreasing the Face Amount - You may request a decrease in the Face Amount by giving us Notice. You may not decrease the Face Amount below the minimum Face Amount of $100,000. Any decrease will go into effect on the Monthly Deduction Date that falls on or next follows receipt by Us of Your request. The decrease will first reduce prior increases in Face Amount in the reverse chronological order in which the increases occurred. After all prior increases in the Face Amount have been reduced, any additional decreases in the Face Amount will reduce the initial Face Amount provided under the original Application.

A decrease in Face Amount will be subject to surrender charges according to the table of surrender charges applicable to that portion of the Face Amount (see “Surrender Charges”).

Before requesting a decrease in the Face Amount, You should consider that any decrease in the Face Amount may result in a surrender charge and a reduced Death Benefit.

Death Benefit
The Death Benefit is the greater of the Basic Death Benefit or the Minimum Death Benefit. You may select between two options of the Basic Death Benefit.

Basic Death Benefit, Option A - the Face Amount of Your Policy on the date of the Insured’s death.

Basic Death Benefit, Option B - the Face Amount of Your Policy on the date of the Insured’s death plus the Total Accumulation Value on the date of the Insured’s death.

Minimum Death Benefit - The Minimum Death Benefit at any time is equal to the Total Accumulation Value divided by the net single premium per dollar of insurance. The net single premium per dollar of insurance is the amount that would be required to purchase one dollar of paid up whole life insurance, based on the Insured’s sex, attained age, and underwriting classification, based on the 2001 CSO Table for Policies for the Insured’s sex and smoking status, and assuming a 4% rate of interest.

A Policy with a lower net single premium per dollar of insurance will have a higher Minimum Death Benefit than an otherwise comparable Policy that has a higher net single premium per dollar of insurance. The amount of the net single premium will generally be lower for a younger Insured than for an older Insured, lower for a female Insured than for a comparable male Insured, and lower for an Insured who does not use tobacco than for an Insured who does. If the Insured presents other special risks, net single premiums will reflect upward adjustments from the mortality table that otherwise would be applicable.

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The net single premium per dollar of insurance increases over the period of time that a Policy is in force, as the Insured’s age increases. This means that each year that Your Policy is in force, the Minimum Death Benefit will be smaller in relation to the Policy’s Total Accumulation Value than it was the year before.

Effect of Partial Withdrawals on the Death Benefit

The Death Benefit will be reduced by the amount of any partial withdrawal from the Policy. Thus, under Basic Death Benefit, Option A, the Face Amount will be correspondingly reduced to the excess, if any, of the Face Amount over the result of (a) – (b) where:

(a) Is the Death Benefit immediately prior to the partial withdrawal; and
         
(b) Is the amount of the partial withdrawal and any charge for the partial withdrawal.

Changing the Death Benefit Option
You may request a change in the Death Benefit Option by giving us Notice. The change will go into effect on the Monthly Deduction Date on or next following the date We receive the request for change. We may require evidence of insurability prior to approving any change in Death Benefit Option that results in an increase in the net amount at risk at the time of such option change.

The following Death Benefit Option changes will not require evidence of insurability subject to the conditions outlined.

If You request a change from Basic Death Benefit, Option B to Basic Death Benefit, Option A, the Face Amount under Death Benefit, Option A will be increased to equal the Death Benefit available under Basic Death Benefit, Option B on the effective date of change.

If You request a change from Basic Death Benefit, Option A to Basic Death Benefit, Option B, and the Face Amount exceeds the Death Benefit less the Total Accumulation Value, the Face Amount will be decreased so that it equals the Death Benefit less the Accumulation Value on the effective date of the change. Such a change will not be allowed if the resulting Face Amount is less than Our minimum Face Amount.

No more than one Death Benefit Option change will be permitted in a 12 month period.

Death Benefit Proceeds
The Death Benefit proceeds under this Policy will be the sum of:

1. The Death Benefit; plus
       
2. Any insurance on the life of the Insured provided by optional benefit riders; less
   
3. The amount needed to keep this Policy in force to the end of the Policy Month of death, if the Insured died during the Policy Grace Period; less
   
4. Any Policy loan balance.

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Generally, We pay the Death Benefit within seven days after We receive due proof of death and/or any other documentation We require at Our Administrative Office. We credit interest on the Death Benefit proceeds from the date of death until We pay the Death Benefit. The Death Benefit proceeds will be paid in one lump sum, unless the Policy’s death benefit proceeds exceed $1,000 and You elect a settlement option described below (see “Settlement Options”). Prior to the Insured’s death, You can elect the settlement option or change a previously elected settlement option. At the time of the Insured’s death, if You did not make an election, the Beneficiary may apply the Death Benefit proceeds to one of the settlement options. We must receive an election of or a change to a settlement option in writing at Our Administrative Office in a form acceptable to Us.

ACCUMULATION VALUE
Determining Your Total Accumulation Value
The Total Accumulation Value of this Policy at any time is equal to the Subaccount Accumulation Value plus the Fixed Account Accumulation Value plus the Loan Account Accumulation Value. This amount is allocated based on the instructions You give Us. A number of factors affect Your Policy’s Total Accumulation Value, including, but not limited to:

the amount and frequency of Your premium payments;
   
the investment experience of the Subaccounts You choose;
   
the interest credited on the amount You allocate to the Fixed Account, if any;
   
the Policy loan balance;
   
the amount of any partial withdrawals You make (including any charges You incur as a result of such withdrawals); and
   
the amount of charges We deduct.

The Subaccount Accumulation Value plus the Fixed Account Accumulation Value is referred to as the Unloaned Accumulation Value.

Determining Your Subaccount Accumulation Value
The value You have in each Subaccount at any time is equal to the number of units Your Policy has in that Subaccount, multiplied by that Subaccount’s unit value. The Subaccount Accumulation Value is equal to the sum of the value You have in each Subaccount.

We determine the unit value for each Subaccount at the regularly scheduled close of business of the NYSE, on each day the NYSE is open for regular trading (“Business Day”). The NYSE is closed on most national holidays and Good Friday. We value shares of each Fund at the net asset value per share as determined by the Fund and reported to us by the Fund’s investment adviser. Each Fund determines the net asset value of its shares as described in the VIP Series prospectus.

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The unit value of a Subaccount on any Valuation Day is equal to the unit value on the previous Valuation Day, multiplied by the net investment factor for that Valuation Day.

The net investment factor for a Subaccount on any Business Day is equal to (a) divided by (b) where:

(a) is the net asset value per share of the designated Fund at the end of the Business Day, plus the per share amount of any dividend or capital gain distribution declared by the Fund since the previous Business Day, less the per share amount of any taxes deducted by us; and
         
(b) is the net asset value per share of the designated Fund on the previous Business Day.

Determining Your Fixed Account Accumulation Value
On the Issue Date, the Fixed Account Accumulation Value is equal to the portion of the initial Net Premium less the portion of the Monthly Deduction for the first Policy Month that is allocated to the Fixed Account.

The Fixed Account Accumulation Value on succeeding Monthly Deduction Dates is equal to:

1. the Fixed Account Accumulation Value on the previous Monthly Deduction Date;
       
plus the sum of the following transactions that have occurred since the last Monthly Deduction Date:
 
2. any additional Net Premiums allocated to the Fixed Account;
   
3. any transfers into the Fixed Account, including transfers due to the repayment of a loan; and
   
4. interest accrued on the Fixed Account Accumulation Value, at the daily equivalent of the Fixed Account interest rate;
   
less the sum of the following transactions that have occurred since the last Monthly Deduction Date:
 
5. the portion of the Monthly Deduction for the current Policy Month allocated to the Fixed Account;
   
6. any transfers out of the Fixed Account, including transfers due to the making of a loan; and
   
7. any partial withdrawals allocated to the Fixed Account.

SURRENDERS AND PARTIAL WITHDRAWALS
Policy Surrenders
You may fully surrender the Policy at any time while the Insured is living for its Total Accumulation Value less the applicable surrender charge and any outstanding Policy loans and loan interest (“Net Surrender Value”). A full surrender will be effective on the date that We receive both the Policy and a written request in a form acceptable to Us. The amount payable will be the Net Surrender Value that We next compute after We receive the surrender request at Our Administrative Office. You should note that because the Total Accumulation Value of the Policy fluctuates with the performance of the Subaccounts and the interest credited to the Fixed Account, and because a surrender charge may apply, the Net Surrender Value may be more or less than the total premium payments You have made less any applicable fees and charges. Upon a full surrender, Your Policy will terminate.

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Partial Withdrawals
You may request a partial withdrawal of a portion of the Unloaned Accumulation Value under Your Policy at any time after the first Policy Anniversary while the Insured is living. The partial withdrawal will be effective on the date We receive Your Notice.

The Amount and Frequency Permitted for Partial Withdrawals
The minimum amount that You must request for a partial withdrawal is set forth in Your Policy Schedule. The maximum partial withdrawal amount is 90% of Your Unloaned Accumulation Value, however in no case can You withdraw an amount which would:

(a) reduce the Face Amount to less than the minimum Face Amount for the Policy ($100,000);
         
(b) reduce the Surrender Value to less than six times the most recent Monthly Deduction; or
   
(c) reduce the Loan Value to less than the Policy loan balance.

The amount of the partial withdrawal and any charge for the partial withdrawal will be deducted from the Total Accumulation Value. Unless You instruct Us otherwise, We will withdraw these amounts from the Subaccounts and/or Fixed Account in the same proportion as the Subaccount Accumulation Value in each Subaccount and the Fixed Account Accumulation Value bears to the Unloaned Accumulation Value.

The maximum number of partial withdrawals allowed in a Policy Year is 12.

The Effect of Partial Withdrawals
The Death Benefit will be reduced by the amount of the partial withdrawal. Thus, under Death Benefit, Option A, the Face Amount will be correspondingly reduced to the excess, if any, of the Face Amount over the result of (a) – (b) where:

(a) is the Death Benefit immediately prior to the partial withdrawal; and
       
(b) is the amount of the partial withdrawal and any charge for the partial withdrawal.

The Face Amount reduction, if any, resulting from a partial withdrawal will be subject to a surrender charge as described under “Decreases in Face Amount.” However, there is no surrender charge associated with a partial withdrawal under Basic Death Benefit, Option B.

For example, under Basic Death Benefit, Option A, a policyholder with an Unloaned Accumulation Value of $50,000 and Face Amount equal to the Death Benefit of $150,000 may choose to take a partial withdrawal of $5,000. Including the $25 partial withdrawal fee, the Death Benefit would be reduced by $5,025. After taking the withdrawal, the Policy would have an Unloaned Accumulation Value of $44,975, a Face Amount of $144,975, and a Death Benefit of $144,975.

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We will deduct any applicable surrender charge from the Unloaned Accumulation Value that remains after deducting Your partial withdrawal, so that You receive the full amount of the Partial Withdrawal requested. The surrender charge will be apportioned and the Face Amount of the Policy will be reduced on the same basis and in the same order as described above under “Surrender Charge.”

We charge a $25.00 partial withdrawal processing fee to process each partial withdrawal. We will deduct this charge from the Total Accumulation Value remaining after the partial withdrawal. To the extent there is a balance remaining, the charge will be deducted from each Subaccount and/or the Fixed Account in the proportion that such account bears to the Total Accumulation Value prior to the partial withdrawal. Any portion of this charge that cannot be assessed due to insufficient value in any account will be allocated proportionally to the balances in the remaining accounts. We may defer payment of partial withdrawal proceeds under the conditions described in “Payment and Deferment”.

A request for a partial withdrawal in an amount that would result in a failure to continue to qualify the Policy for the Monthly No Lapse Premium Guarantee will not be processed without Your consent to terminate the Monthly No Lapse Premium Guarantee as of the date the partial withdrawal is made.

POLICY LOANS
If You meet the terms of the Policy and Our procedures, You may borrow up to 75% of the Surrender Value of the Policy during the first three Policy Years and 90% of the Surrender Value of the Policy after the first three Policy Years (We refer to these amounts as the “Loan Value”), if You assign Your Policy to Us as sole security. The amount available to You as a loan at any time is the Loan Value less any existing Policy loan balance, any loan interest to the next Policy Anniversary, and the Monthly Deductions to the next Policy Anniversary.

We charge daily interest on the outstanding loan amount at an effective annual rate of 6.00% compounded on each Policy Anniversary. In general, if We approve the loan, We send the loan amount within seven days of receipt of the request. We will not permit a loan unless it is at least $500. You may repay all or a portion of any loan and accrued interest at any time. The minimum loan repayment amount is $100 or the Policy loan balance, if less. You must designate a loan repayment as such. Any payment We receive from You that is not designated as a loan repayment will be credited to the Policy as a premium payment and will be allocated according to the allocation instructions You previously provided.

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When You take a loan, We transfer a portion of the Unloaned Accumulation Value equal to the loan amount from the Subaccount(s) and/or the Fixed Account that You have selected to Our General Account. We charge the loan amount to each Subaccount and/or the Fixed Account, if applicable, in the proportion which the value of each Subaccount and/or the Fixed Account bears to the Unloaned Accumulation Value of the Policy as of the date of the loan. A Policy loan reduces the Death Benefit and the Surrender Value by the amount of the loan. A Policy loan may also permanently affect the Unloaned Accumulation Value, whether or not You repay the loan in whole or in part. This occurs because We credit the amount in the loan account at the assumed interest rate of 5.00%. Thus, even if it is repaid, a Policy loan may have a negative impact on the Unloaned Accumulation Value if the actual net investment returns of the Subaccounts You have selected exceed the assumed interest rate of 5.00%. The longer the loan is outstanding, the greater the impact is likely to be.

If You do not pay the loan and interest when it is due on each Policy anniversary, We will increase Your loan by the amount of any unpaid interest, and We will transfer an equivalent amount of Unloaned Accumulation Value from the Subaccount(s) and/or the Fixed Account to the General Account. We will credit loan repayments to each Subaccount and/or the Fixed Account in proportion to Your allocation to each Subaccount.

We subtract the amount of any outstanding loan plus interest from the Death Benefit or Cash Value payable to You or Your Beneficiary.

While the receipt of the principal of a Policy loan is generally not taxable, it may be taxable if the loan is outstanding when the Policy is surrendered, exchanged, lapsed or converted to continued insurance, or the Policy has been converted into a MEC. A Policy loan may also cause a Policy to terminate if the Cash Value of the Policy falls below the total amount borrowed due to fluctuation in the values of the Subaccounts selected or other factors. In such case, the entire amount of the loan is immediately taxable to the extent it exceeds Your basis in the Policy. You should, therefore, consult with a qualified tax adviser before taking Policy loans.

TERMINATION
The Policy will terminate upon the sooner of:

the date the Policy is fully surrendered (see “Surrenders”);
 
the date the Policy lapses because of insufficient funds to pay Our fees and charges;
 
the date of the Insured’s death (see “Death Benefit”); or
 
the Maturity Date.

Maturity Date
The Policy will terminate if the Insured is still living and attains the age of 120. Upon reaching the Maturity Date, We will terminate the Policy and pay to You the Total Accumulation Value, less any Policy loan balance.

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Lapse
The Policy will terminate without value if on any Monthly Deduction Date the Net Surrender Value is insufficient to pay the Monthly Deduction due, except to the extent that a no lapse period or grace period applies as discussed below.

Please note that this Policy offers an optional Waiver of Specified Monthly Deduction Rider for an additional charge. Even if You select this rider and it is in effect, Your Policy may lapse. Under the terms and conditions of the rider, in certain circumstances, We will waive a portion of Your Monthly Deduction (an amount We call the Specified Monthly Deduction). The portion of Your Monthly Deduction that We will waive does not include the separate account charge. Thus, even if this rider is in effect, You will be charged a Monthly Deduction (which will be comprised of the separate account charge only) and Your Policy may terminate without value if on any Monthly Deduction Date the Net Surrender Value is insufficient to pay the Monthly Deduction due, except to the extent that the Monthly No Lapse Premium Guarantee, No Lapse Guarantee Grace Period or Policy Grace Period applies as discussed below. Your ability to pay the Monthly Deduction (i.e., the separate account charge) may be affected by the investment performance of the Subaccounts You have selected and any Policy loans You have outstanding.

Monthly No Lapse Premium Guarantee
The Monthly No Lapse Premium Guarantee ensures that the Policy will remain in force during the first 10 years even if on a Monthly Deduction Date, the Unloaned Accumulation Value is less than the Monthly Deduction. In order for the Monthly No Lapse Premium Guarantee to remain in effect, the sum of Your premiums paid minus any Policy loan balance and any partial withdrawals and charges for them must at all times at least equal the sum of the Monthly No Lapse Premiums applicable since the Issue Date. The amount of the Monthly No Lapse Premiums is determined by the Insured’s sex, age on the Issue Date, underwriting classification and the Face Amount of the Policy. We will adjust the amount of the Monthly No Lapse Premium as necessary to reflect Policy changes.

When the Policy is in force under the Monthly No Lapse Premium Guarantee and the Unloaned Accumulation Value is zero, Monthly Deductions will accumulate as due and unpaid. When the Unloaned Accumulation Value next becomes positive, the Monthly Deductions accumulated as due and unpaid will be deducted.

You are not required to pay the Monthly No Lapse Premiums on a monthly-basis, but the aggregate amount of the premiums You have paid must be equal to or greater than the sum of the Monthly No Lapse Premiums applicable since the Issue Date. If on any Monthly Deduction Date, the sum of Your premiums paid minus any Policy loan balance and any partial withdrawals and charges for them does not equal or exceed the accumulated Monthly No Lapse Premiums, this provision will terminate after the expiration of the No Lapse Guarantee Grace Period described below.

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No Lapse Guarantee Grace Period
If on a Monthly Deduction Date occurring more than 61 days prior to the end of the 10-year no lapse period, the sum of Your premiums paid minus any Policy loan balance, loan interest due and any partial withdrawals and charges for them does not equal or exceed the sum of the Monthly No Lapse Premiums applicable since the Issue Date, a No Lapse Guarantee Grace Period will be allowed for the payment of an additional premium to keep the Monthly No Lapse Premium Guarantee in effect. The additional premium that must be paid is the amount that is needed for the sum of Your premiums paid minus any Policy loan balance, loan balance due and any partial withdrawals and charges for to equal or exceed the sum of the Monthly No Lapse Premiums applicable since the Issue Date at the end of the No Lapse Guarantee Grace Period. If the amount of premium required is not paid by the end of the No Lapse Guarantee Grace Period, the Monthly No Lapse Premium Guarantee will terminate and may not be reinstated at a later time.

Policy Grace Period
If the Monthly No Lapse Premium Guarantee is not in effect, then this Policy will enter the Policy Grace Period if on a Monthly Deduction Date, the Net Surrender Value is insufficient to cover the Monthly Deduction due.

A Policy Grace Period of 61 days will be allowed for the payment of premium needed to keep this Policy in force. The minimum premium required to keep this Policy in force is three times the Monthly Deduction due on the date of insufficiency.

This Policy will stay in force during the Policy Grace Period. At least 30 days before the end of the Policy Grace Period, We will send You a notice of the required premium due. If the amount specified in the notice is not paid within the Policy Grace Period, this Policy will terminate without value at the end of the Policy Grace Period.

If the Insured dies during the Policy Grace Period, the amount needed to keep this Policy in force to the end of the Policy Month of death will be deducted from the Death Benefit proceeds.

Reinstatement
If the Policy lapses, You may apply for reinstatement within three years of lapse. A Policy surrendered for cash may not be reinstated.

To reinstate this Policy, We will require You to:

(1) Present evidence acceptable to us, which, in some cases, may involve standard underwriting, including a medical examination that the Insured is insurable at the same underwriting class as this Policy was originally issued;
         

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(2) Pay enough premium to keep this Policy in force for two months;
       
(3) Pay or reinstate any Loan Balance; and
 
(4) Pay all Monthly Deductions that were due and unpaid before the end of the Policy Grace Period.

We will send You the necessary Application and other requirements within 15 days after We receive Your reinstatement request. We may require that You return this Policy to Us in order to put the reinstatement into effect.

The reinstatement date will be the Monthly Deduction Date that falls on or next follows the date We approve the reinstatement Application.

SETTLEMENT OPTIONS
You or Your Beneficiary may elect to apply all or a portion of the proceeds of a surrender or death benefit payment, as applicable, under any one of the following fixed benefit settlement options rather than receive a single payment of Policy proceeds. The Policy proceeds must be at least $1,000 and the settlement option chosen must be a minimum of $50 per payment received. The amount of the payment under life income options will depend on the age and sex of the person whose life determines the duration of payments. Federal tax consequences may vary depending on the settlement option chosen. The options are as follows:

Payment of a Designated Amount - Payments in equal monthly, quarterly, semi-annual, or annual installments until proceeds applied under the option and interest on unpaid balance at a rate of 2½% per year and any additional interest are exhausted.

Payment for a Designated Number of Years - Payments in equal monthly, quarterly, semi-annual, or annual installments for up to 25 years, including interest at a rate of 2½% per year. Payments may increase by additional interest, which We would pay at the end of each installment year.

Payment of Life Income - We will pay the Policy proceeds in either equal monthly, quarterly, semi-annual or annual payments for as long as the payee is living. The amount of payment will depend on the age and sex of the payee. If the payee is not an individual, the amount of payment will depend on the age and sex of a Designated Person chosen by the payee and agreed to by us. We will require acceptable proof of age for the payee or Designated Person.

We may require proof that the person on whose life the payments are based is alive when each payment is due. We may discontinue payments until We receive satisfactory proof of survival. Any of the following provisions may be chosen. If the amount of payments for different guaranteed periods is the same at any given age, We will deem the longer period to have been chosen.

Life Income, Guaranteed Period - Payments guaranteed for 10 or 20 years, as You elect, and for life thereafter. During the guaranteed period of 10 or 20 years, the payments may be increased by additional interest, which We would pay at the end of each installment year.

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Life Income, Guaranteed Return - The sum of the payments made and any payments due at the death of the person on whose life the payments are based, never to be less than the proceeds applied.

Life Income Only - Payments made only while the person on whose life the payments are based is alive. If the person on whose life the payments are based dies before any life payments are made, then no payments will be made.

In addition to the fixed benefit settlement options listed above, You or Your Beneficiary may elect to leave the Policy proceeds with Us to accumulate interest. In order to elect this option the Policy proceeds must be at least $1,000.

Proceeds Left at Interest - Proceeds left with Us to accumulate, with interest payable at a rate of no less than 1.00% per year, which may be increased by additional interest. Interest may be paid to You or Your Beneficiary monthly, quarterly, semi-annually or annually, as elected, or may be left with Us to accumulate. You or Your Beneficiary may withdraw part or all of the Policy proceeds, and any earned interest, at any time.

OPTIONAL BENEFITS AND INSURANCE RIDERS
Currently, the following optional benefits and insurance riders are available under the Policy. The following insurance riders may be included in a Policy in states where available. If you wish to elect one or more of these riders, You must do so at the time Your Policy is issued. Riders are subject to the payment of an additional monthly charge, certain age and insurance underwriting requirements, and the restrictions and limitations that apply to the Policy, as described above. The summaries below describe important benefits, features, rights and obligations under each rider. Additional terms and conditions are set out in the form of each rider. You may obtain additional information in this regard from Your representative.

Accidental Death Benefit Rider
You may purchase an accidental death benefit rider if the Policy Insured's age is 0 to 60. The rider provides for an additional fixed amount of death benefit in the event the Policy Insured dies from accidental bodily injury while the Policy is in force and before the Policy anniversary when the Policy Insured attains age 70. The amount of the benefit is equal to the Face Amount of the Policy, but cannot exceed an amount equal to $200,000 minus the sum of the Policy Insured's accidental death benefit coverage in all other insurance companies.

Waiver of Specified Monthly Deduction Rider
Please note that due to the rules and regulations of various states, the terms and conditions of the rider may differ depending on where You reside. The discussion below describes the significant terms and conditions of the rider as they apply to the residents of most states. If, however, You reside in Arizona, Connecticut, Delaware, Florida, New York, North Dakota or Washington, D.C., please see Appendix A for a discussion of the significant terms and conditions of the rider as they apply to You.

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At the time of the Issue of the Policy, You may purchase a rider that waives the Specified Monthly Deduction under certain circumstances. The Specified Monthly Deduction includes the premium charge, the policy charge, the cost of insurance charge, the Face Amount charge and optional rider charges (if any). The Specified Monthly Deduction does not include the separate account charge. Thus, even if this rider is in effect You still will be charged a Monthly Deduction which will be comprised of the separate account charge alone. While the Specified Monthly Deduction is being waived, all benefits included under this Policy will continue in force, subject to Your ability to pay the Monthly Deduction (i.e., the separate account charge), which may be affected by the investment performance of the Subaccounts You have selected and any Policy loans You have outstanding.

Under the terms of the rider, if the Policy Insured becomes totally disabled:

Before the Policy Anniversary on which the Policy Insured attains age 60, We will waive the Specified Monthly Deductions which fall due while the total disability continues. If the total disability continues to the Policy Anniversary on which the Policy Insured attains age 65, We will waive all further Specified Monthly Deductions due under the Policy.
 
After the Policy Anniversary on which the Policy Insured attains age 60, We will waive the Specified Monthly Deductions which fall due while the total disability continues, but only up to the Policy Anniversary on which the Policy Insured attains age 65.

For the purposes of this rider, total disability means that the Policy Insured is unable to perform the substantial and material duties of their job due to sickness or accidental bodily injury for the first 24 months of the total disability. After the first 24 months of total disability, total disability means that the Policy Insured is unable to perform any of the substantial and material duties of their job for which they become reasonably suited by education, training or experience due to sickness or accidental bodily injury. The total disability must require the regular treatment by a licensed physician other than the Policy Insured, be caused by accidental bodily injury occurring, or disease first manifesting itself, after the effective date of this rider but before the Policy Anniversary on which the Policy Insured attains age 65, and continue for six consecutive months.

Prior to the approval of any claim, We have the right to have one or more physicians examine the Policy Insured as often as We may reasonably require. After approval of a claim, We may require proof of continuance of the total disability and designate a qualified physician to examine the Policy Insured at reasonable intervals at Our expense. Under the terms of the rider, You are required to give Us immediate notice when the Policy Insured recovers from the total disability.

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In order to claim this benefit, both the rider and the Policy must be in force. The rider will terminate when the Policy terminates, the Policy Anniversary on which the Policy Insured attains age 65, or upon Your written request.

Children’s Term Life Insurance Rider
You may purchase life insurance on children of the Policy Insured who are qualified under the terms of the Rider. The Children’s Term Life Insurance Rider allows You to purchase between $5,000 and $15,000 of coverage on qualified children. The premium is the same regardless of the number of children covered. Children born, adopted, or who become a stepchild after the Issue Date of the Policy are automatically insured as long as they are qualified under the terms of the Rider. The Rider coverage is convertible, without evidence of insurability to an individual policy in the name of the Insured Child at the earlier of when they reach 25 years of age or the Insured attains age 65. If the Insured dies during the premium payment period, the Insured Child’s coverage continues as paid up term insurance.

Spouse’s Term Life Insurance Rider
You may purchase term life insurance on the Policy Insured’s spouse in the form of a Rider to the Policy. The Spouse’s Term Insurance Rider provides a death benefit of $25,000 and is offered on simplified issue underwriting basis. The spouse to be insured may not be 10 or more years older or younger than the Policy Insured. The Rider coverage is convertible to a new plan of insurance without evidence of insurability at attained age within 60 days prior to either a premium increase, the expiration of coverage under the Rider or when the Policy Insured attains age 65. Premiums for this rider are level for an initial 20-year period then increase for subsequent level 20-year periods or to the termination date of the rider if earlier.

Accelerated Death Benefit Rider
You may request a one-time acceleration of up to 80% of the Policy’s Death Benefit if the Policy Insured has a life expectancy of twelve months or less. There is no cost or charge for this rider.

The minimum accelerated death benefit You may request is 25% of the Death Benefit under Your Policy. The maximum accelerated death benefit you may request is the lesser of 80% of the Death Benefit as of the date the first request is paid or $250,000, including all other accelerated death benefit amounts under all policies issued by Us on the life of the Policy Insured. Upon Your request for an accelerated death benefit, We will reduce the Death Benefit by a proportionate amount of any outstanding Policy loan balance and multiply the remainder by the amount of the acceleration percentage. We then deduct an administrative fee of up to $150. The amount of the accelerated death benefit will be paid to You in a single sum.

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Any remaining Death Benefit under the Policy will be reduced by the amount of the accelerated death benefit. The Policy’s Total Accumulation Value will be reduced by the same percentage as the Policy’s Death Benefit.

The coverage provided by this rider will end upon Your written request to cancel it, upon surrender of the Policy, or the date of the Policy Insured’s death.

You should be aware that receiving benefits under this rider may affect the Policy Insured’s eligibility for public funds such as Medicare, Medicaid, Social Security, Supplemental Security Income (SSI), or other government assistance programs. You should consult a tax advisor to consider any tax consequences that may arise when benefits are paid under this rider.

Guaranteed Paid-Up Insurance Option
This option allows You to purchase a new paid-up whole life insurance policy without evidence of insurability with the proceeds from this Policy. You may elect this option by giving Notice to Us. Upon election of this option, all additional benefits attached to this Policy will terminate unless otherwise provided. You will not pay any further premiums nor will any further premiums be allowed. The Death Benefit Option will be Option A.

Upon receiving Your request, We will calculate the amount of Guaranteed Paid-Up Insurance based on the age of the Policy Insured at the time You elect this option, the net single premium mortality table and the net single premium interest rate under Your Policy (for a discussion of net single premiums, please see the section above titled “Minimum Death Benefit”). The amount of Guaranteed Paid-Up Insurance will be the lesser of:

1. the amount of paid-up insurance purchased using the entire Surrender Value of this Policy less any outstanding Policy loan balance as a net single premium; or
       
2. the amount of paid-up insurance purchased using a portion of the Surrender Value of this Policy less any outstanding Policy loan balance as a net single premium such that the amount at risk on the paid-up insurance is no greater than the amount at risk on this Policy on the date of election. The portion of the Surrender Value less any outstanding Policy loan balance not applied to provide the paid-up insurance will be paid to You.

You may choose to continue any existing Policy loan under this option. In such case, the amount of Guaranteed Paid-Up Insurance will be calculated using the Surrender Value of this Policy as a net single premium as described above.

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When You elect this option, the Unloaned Accumulation Value in the Subaccounts and/or the Fixed Account is transferred to Our General Account. Subsequently, Your insurance benefits will not vary with the investment return. Policy Values will continue to be calculated as described above with the following modifications:

1. the monthly additional mortality charge, if any, and the policy charge will no longer be made;
       
2. the guaranteed interest rate, the monthly interest factor and the guaranteed cost of insurance charges used in determining surrender values will be the based upon the Net Single Premium interest rate and the Net Single Premium table;
   
3. the Additional Risk Percentage, if any, will no longer be applied; and
   
4. surrender charges will no longer apply.

Once You elect this option, You may surrender Your Guaranteed Paid-Up Insurance at any time for its Surrender Value less any outstanding Policy loan balance. Your surrender request will be effective on the date We receive Your Notice and this Policy.

FEES, CHARGES AND EXPENSES
We describe below the fees and charges that You are required to pay to purchase and maintain the Policy. We deduct these fees and charges under the Policy in consideration for: (1) the services and benefits We provide; (2) the costs and expenses We incur; and (3) the risks We assume. The fees and charges deducted under the Policy may result in a profit to Us.

Transaction Fees
The following are the transaction fees and charges that We deduct.

Premium Charge
We impose a premium charge on each premium payment. The premium charge is a percentage of the premium amount. The current premium charge is 5.00% of each premium payment made. The guaranteed maximum premium charge is 8.00% of each premium payment made. We may change the current premium charge from time to time, but it will never exceed the guaranteed maximum premium charge.

The premium charge is intended to compensate Us for Our sales expenses, premium taxes and other costs and risks associated with the Policy. The premium charge does not correspond to Our actual costs in any particular year.

Surrender Charges
We charge a surrender charge for any full surrender or partial withdrawal of Total Accumulation Value. The surrender charge will vary based on the Insured’s age, gender and underwriting class of risk. The surrender charge is calculated per $1,000 of Face Amount surrendered or decreased.

Any increase in Face Amount that You request will be subject to new surrender charges based upon the Insured’s characteristics at the time of the request. Increases in Face Amount which automatically result from a change in Death Benefit Option will not be subject to new surrender charges.

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The new surrender charges will apply only to the associated increase in Face Amount. When You request a full surrender or partial withdrawal, We will calculate the reduction in Face Amount by first reducing any requested increases in Face Amount that have not already been surrendered or decreased, in the reverse chronological order in which the increases were made, and then against the initial Face Amount which is still in effect. The surrender charge will be calculated based upon the initial surrender charges or the new surrender charges, as applicable.

The surrender charge will be deducted from the Unloaned Accumulation Value that remains after deducting Your partial withdrawal, so that You receive the full amount of the Partial Withdrawal requested.

Partial Withdrawal Processing Fee
We charge a $25 processing fee for any partial withdrawal from the Policy to compensate us for administrative costs related to processing Your partial withdrawal request. We will deduct this charge from the Unloaned Accumulation Value remaining after the partial withdrawal. To the extent there is a balance remaining, the fee will be deducted from each Subaccount and/or the Fixed Account in the proportion that such account bears to the Unloaned Accumulation Value prior to the partial withdrawal. Any portion of this charge that cannot be assessed due to insufficient value in any account will be allocated proportionally to the balances in the remaining accounts.

Transfer Fees
We charge a $10 fee for transfers of the Unloaned Accumulation Value in excess of four per Policy Year, including those involving the Fixed Account but excluding transfers made under the Systematic Transfer Option or the Automated Subaccount Reallocation Option.

Periodic Charges
The following describes the fees and expenses that We may deduct periodically over the life of the Policy.

Monthly Deductions

Policy Charge
Each Monthly Deduction Date, We impose a policy charge for Our administrative expenses of $10 per month. We guarantee that this charge will not be more than $10. This charge is deducted from each Subaccount and the Fixed Account according to the proportion of each account’s value to the Unloaned Accumulation Value.

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Cost of Insurance Protection
Each Monthly Deduction Date, We will deduct a charge for the cost of insurance protection. This charge is deducted from each Subaccount and the Fixed Account according to the proportion of each account’s value to the Unloaned Accumulation Value. The cost of insurance charge is determined by the insurance rates applicable to Your Policy based upon Your age, sex underwriting classification and the net amount of insurance that is at risk. We guarantee that the cost of insurance will not be higher than rates based on the 2001 Commissioners’ Standard Ordinary Mortality Table for the Insured’s sex and tobacco use classification. The cost of insurance is equal to:

(a) x (b) x [1+(c)] + (d), where:

(a) is the monthly cost of insurance rate per $1,000 of net amount at risk;
         
(b) is the net amount at risk;
   
(c) is the additional risk percentage; and
   
(d) is the monthly additional mortality charge.

Items (c) and (d) are applicable only if this Policy or a portion of this Policy is subject to a substandard underwriting classification.

The net amount at risk is equal to the Death Benefit as of the Monthly Deduction Date divided by 0.0016516 (the monthly equivalent of an effective annual rate of 2.0%), less the Total Accumulation Value as of the Monthly Deduction Date (before this cost of insurance).

The Death Benefit varies based upon the Death Benefit option chosen and the Total Accumulation Value. The Total Accumulation Value varies based upon the performance of the Subaccounts selected, interest credited to the Fixed Account, outstanding loans (including loan interest), charges, and premium payments. We determine the initial rate of the monthly cost of insurance based upon Our underwriting of Your Policy. This determination is based on various factors including the Insured’s issue age, gender, underwriting class, Policy Year and Face Amount. We may change these rates from time to time, based on changes in future expectations of such factors as mortality, investment income, expenses, and persistency. The cost of insurance rates, however, will never exceed the guaranteed maximum cost of insurance rates for Your Policy. Your cost of insurance charge may vary from month to month depending on changes in cost of insurance rates and the net amount at risk. We expect to profit from this charge. Profits derived from this charge can be used for any corporate purpose.

Separate Account Charge
Each Monthly Deduction Date, We deduct from the Subaccount assets attributable to Your Policy a monthly separate account charge for the benefits We provide and the costs We incur in connection with the Policy. The charge is calculated as a percentage of the assets You have allocated to the Subaccounts. This charge is deducted from each Subaccount according to the proportion of each account’s value to the Subaccount Accumulation Value. The guaranteed maximum separate account charge is an effective annual rate of 0.50% of Your Subaccount Accumulation Value. The current separate account charge is equal to an effective annual rate of 0.50% of Your Subaccount Accumulation Value for the first 20 years of the Policy, and 0.25% thereafter. We may change the current separate account charge from time to time, but it will never exceed the guaranteed maximum separate account charge for Your Policy.

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The separate account charge is determined by multiplying the Subaccount Accumulation Value, after the deduction of the cost of insurance charge and any other monthly charges, by the monthly equivalent of the annual separate account charge percentage.

Face Amount Charge
Each Monthly Deduction Date, We will deduct a Face Amount charge. The charge is calculated based upon each $1,000 of Face Amount You select and may vary based upon Your age, sex and underwriting classification. The charge is deducted from each Subaccount and the Fixed Account according to the proportion of each account’s value to the Unloaned Accumulation Value. The guaranteed maximum charge for all years is $0.100 per thousand of Face Amount You select. The current charge is the same as the guaranteed charge for the first 10 years of the Policy, and then becomes $0.00 thereafter. We may change the current charge per thousand of Face Amount from time to time, but it will never exceed the guaranteed charge per thousand of Face Amount for Your Policy.

Optional Rider Charges
Each Monthly Deduction Date, We charge an additional monthly charge for each optional insurance rider that You select for Your Policy. See “Optional Riders” section of the table entitled “Periodic Charges Other Than Fund Operating Expenses” in the “Fee Tables” section of this Prospectus and Your Policy for more information on the additional monthly charge for each optional insurance rider.

Other Periodic Charges

Policy Loan Interest
If You have an outstanding Policy loan, We charge interest that accrues daily at an effective annual rate of 6.00% compounding on each Policy anniversary. Loan interest is due on each Policy Anniversary. If You do not pay the interest when it is due, it will be added to the loan amount and We will transfer an equivalent amount from the Subaccounts to the General Account.

Income Tax Charge
We do not expect to incur any federal income tax as the result of the net earnings or realized net capital gains of Separate Account E. However, if We did incur such tax, We reserve the right to charge the Separate Account for the amount of the tax. We may also impose charges for other applicable taxes attributable to the Separate Account.

Deductions from the Funds
Each Fund makes daily deductions from its assets to cover management fees and other expenses. Because this impacts the Subaccount assets attributable to Your Policy, You bear these charges indirectly. The highest and lowest total annual Fund operating expenses as of December 31, 2019 were 1.42% and 0.73% respectively. Annual Fund expenses for all Funds are fully described in the attached VIP Series prospectus.

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We begin to accrue and deduct all of the above charges and premiums on a Policy's Issue Date.

OTHER PROVISIONS

Right to Examine
You have a period of time to review Your Policy and cancel it for a refund of premiums paid (“Right to Examine Period”). The Right to Examine Period may be up to 45 days and varies by state, age of the Insured on the Issue Date and the type of transaction (e.g., a replacement transaction). At a minimum You can cancel Your Policy within 10 days after receipt. You must return Your Policy along with a written request for cancellation.

Beneficiary
This is the person(s) You designate in the Application to receive the Death Benefits under the Policy upon the death of the Insured. You may change this designation, during the Insured's lifetime, by filing a written request with Our Administrative Office in a form acceptable to Us. An irrevocable Beneficiary designation cannot be changed without the written consent of such Beneficiary. A change of Beneficiary designation will revoke any previous designation.

Unless otherwise provided in the Beneficiary designation (1) if any Beneficiary dies before the Insured, that Beneficiary's interest will pass to the remaining Beneficiaries according to their respective interests; or (2) if no Beneficiary survives the Insured, the Death Benefit proceeds will be paid in one lump sum to You, if You are still alive, otherwise, to Your estate.

Processing Transactions
Generally, transaction requests (such as loan repayments or reallocation requests) will be processed as of the Business Day We receive them, if We receive them before the close of business on that day (generally, 4:00 P.M., Eastern Time) in a manner meeting Our requirements. Otherwise, they will be processed as of the next Business Day. To meet Our requirements for processing transactions, We may require that You use Our forms.

Payment and Deferment
We will usually pay the death benefit, Surrender Value, or loan proceeds within seven days after We receive all documents required for such payments. However, We may delay payment if (1) We cannot determine the amount because the NYSE is closed for trading (except for normal holiday closing), or (2) the SEC determines that a state of emergency exists which may make such payment impractical.

Under a Policy continued as Guaranteed Paid-Up Insurance, We may defer the payment of the Surrender Value or loan proceeds for up to six months. If We postpone the payment more than 10 days, We will pay interest. We will pay the interest from the date of receipt of the request to the date We make payment.

Right to Exchange Options
The exchange options allow You to exchange this Policy for a permanent fixed benefit life insurance policy.

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Exchange Option 1
Within the first 18 months after the Policy's Issue Date, while this Policy is in force, You may exchange this Policy for a permanent fixed life insurance policy that We issue on the Insured’s life. You must request such an exchange by giving us Notice.

You do not need to provide evidence of insurability when exercising this option. The new policy will have a level Face Amount equal to the Face Amount of this Policy. The new policy will have the same Issue Date, Age, and underwriting class as this Policy and the same benefit riders only if such riders are available on the new policy. We base premiums for the new policy on the premium rates for the new policy that were in effect and the Insured’s attained Age on this Policy’s Issue Date. The new policy will be issued on a substantially comparable General Account plan of insurance. The new policy’s owner and beneficiary will be the same as those of this Policy on the effective date of the exchange.

Issuance of the new policy will be subject to the payment of a Required Amount. The Required Amount is equal to this Policy’s Total Accumulation Value plus all charges assessed to this Policy accumulated at the Net Single Premium interest rate minus the Gross Premiums of the proposed new policy accumulated at the Net Single Premium interest rate. If the Required Amount is positive, We pay that amount to You. If the Required Amount is negative, You pay that amount to us. We will issue the new policy within 31 days of receiving both this Policy and any Required Amount at Our Administrative Office. If both this Policy and any Required Amount are not received by that time, Your request to exercise Your right to exchange policies will be considered withdrawn.

Exchange Option 2
If any Fund in which You are invested changes its investment adviser or makes a material change in its investment objectives or restrictions, You may exchange this Policy for a permanent fixed benefit life insurance policy that We issue on the Insured’s life. We will notify You if there is any such change. You will be able to exchange this Policy within 60 days after Our Notice or the effective date of the change, whichever comes later. No evidence of insurability is required for this exchange.

The new policy will be issued at the attained Age of the Insured at the time of the exchange on a substantially comparable General Account plan of insurance. The Face Amount of the new policy will be for an amount not exceeding the excess of the Death Benefit of this Policy on the date of exchange or:

1. The Unloaned Accumulation Value of this policy on the date of exchange if You elect to surrender this policy; or
       
2. The death benefit payable under the Paid-Up Insurance Surrender Value Option if You choose to elect that option.

Assignment
You may assign the benefits under a Policy to someone else. However, the assignment is not binding on Us, unless it is in writing and received at Our Administrative Office. We assume no responsibility for the validity or sufficiency of any assignment. Unless otherwise provided in the assignment, the interest of any revocable beneficiary is subordinate to the interest of any assignee, regardless of when You made the assignment. The assignee receives any sum payable to the extent of his or her interest.

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Changes to the Policy
We have the right to change the terms of the Policy without Your consent where necessary to comply with applicable law.

We may, at Our discretion, replace or supplement the Separate Account with a different separate account (which may have its own subaccounts) or add additional Subaccounts as available options under the Policy. We may discontinue any existing Subaccounts as available options under the Policy. We reserve the right to combine the Separate Account with any other separate account or to combine Subaccounts.

We may at Our discretion invest the assets of any Subaccount in the shares of another investment company or any other investment permitted by law. Such substitution would be made in compliance with any applicable provisions of the 1940 Act.

We will provide You with written notice regarding any significant changes.

Age and Sex
If the age or sex of the Insured has been misstated, Policy benefits will be adjusted to those that would be purchased by the most recent monthly deduction for the cost of insurance applied to the cost of insurance rate at the correct age or sex.

Incontestability
All statements made in the Application by or on behalf of the Insured are representations and not warranties. We may use any misstatements or misrepresentations to contest a claim or the validity of this Policy only if they are material and contained in the Application and a copy of such Application is attached to this Policy when issued or subsequent to issue, as applicable.

Except for fraud or nonpayment of premiums, We do not contest the validity of the Policy and its riders after it has been in force during the lifetime of the Insured for two years from the Issue Date.

Any increase in Face Amount You request after the Issue Date will be incontestable after such increase has been in effect for two years during the lifetime of the Insured.

State Variations
Where required by state law, there may be variations in the Policy which are covered by a special form of the Policy for Your state. Your Policy, as a result, may differ from those described in this prospectus. You should refer to Your Policy and any applicable riders for terms that are specific to Your characteristics. However, this prospectus describes the material features and benefits of the Policy.

We offer the Policy in most states. Check with Your representative regarding availability in Your state. The Policy is offered continuously. Although We do not anticipate discontinuing the offer of the Policy, We reserve the right to do so at any time.

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Payment of Dividends
The Policy does not provide for dividend payments. Therefore, it is "non-participating" in the earnings of FLIAC.

Suicide
If the Insured commits suicide within two years from the Policy's Issue Date, Our liability under the Policy is limited to all premiums paid less any indebtedness.

If the Insured dies by suicide within two years of the effective date of any increase in Face Amount requested by You, Our liability with respect to such increase will be limited to the total of the Monthly Deductions made for such increase.

DISTRIBUTION OF THE POLICY

The Policy is currently distributed through Foresters Financial Services, Inc. (“FFS”), which is one of Our affiliates. FFS is registered as a broker-dealer with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, and is a member of the Financial Industry Regulatory Authority (“FINRA”). FFS’s executive offices are located at 40 Wall Street, New York, NY 10005.

We expect to terminate the principal underwriter agreement with FFS and enter into a new agreement with 1851 Securities, Inc. (“1851”) naming 1851 as the principal underwriter and distributor of the Policies as of the date that we close the acquisition of the stock purchase agreement with Nassau Life Insurance Company (“Nassau Life”). 1851 also acts as the principal underwriter and distributor of other variable annuity contracts and variable life insurance policies issued by Nassau Life and its affiliated companies. Nassau Life or an affiliate will reimburse 1851 for expenses 1851 incurs in distributing the Policies (e.g. commissions payable to retail broker-dealers who sell the Contacts).

1851’s principal executive offices are located at One American Row, PO Box 5056, Hartford, CT 06102-5056. 1851 is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, and is a member of the Financial Industry Regulatory Authority (“FINRA”).

FLIAC no longer offers the Policies for new sales. But owners of existing Policies may continue to make additional premium payments.

Compensation

FFS and FLIAC have entered into a selling agreement with Cetera, a broker-dealer that is registered with the SEC and a member of FINRA. Applications for the Policy are solicited by registered representatives who are associated persons of Cetera. Such representatives act as appointed agents of FLIAC under applicable state insurance law and must be licensed to sell variable insurance products.

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Cetera is paid compensation for the promotion and sale of the Policies. Registered representatives who solicit sales of the Policy typically receive a portion of the compensation payable to Cetera, depending on the agreement between Cetera and the registered representative. Cetera or the registered representative may receive different compensation for selling one variable insurance contract over another and/or may be inclined to favor or disfavor one variable insurance provider over another variable insurance provider due to differing compensation rates.

To the extent permitted by FINRA rules, overrides and promotional incentives or cash and non-cash payments (including training reimbursement or training expenses) also may be provided to Cetera based on sales volumes, the assumption of wholesaling functions, or other sales-related criteria. Additional payments may be made for other services not directly related to the sale of the contract, including the recruitment and training of personnel, production of promotional literature and similar services.

This Policy does not assess a front-end sales charge, so you do not directly pay for the sales and distribution expenses described above. Instead, you indirectly pay for sales and distribution expenses through the overall charges and fees assessed under the Policy. For example, any profits FLIAC may realize through receiving the mortality and expense risk charge deducted under your Policy may be used to pay for sales and distribution expenses. FLIAC may also pay for sales and distribution expenses out of any payments FLIAC or 1851 may receive from the underlying funds for providing administrative, marketing and other support and services to the underlying funds. If your Policy assesses a surrender charge, proceeds from this charge may be used to reimburse FLIAC for sales and distribution expenses.

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FEDERAL TAX INFORMATION

This section provides an overview of federal tax law as it pertains to the Policy. It assumes that the Policyowner is a natural person who is a U.S. citizen or U.S. resident. The tax law applicable to corporate taxpayers, non-U.S. citizens, and non-U.S. residents may be different. We do not discuss state or local taxes herein, except as noted. The tax laws described herein could change, possibly retroactively. The discussion is general in nature and is not tax advice, for which You should consult a qualified tax adviser.

Policy Proceeds
We believe that the Policy qualifies as a life insurance contract for federal income tax purposes because it meets the definition of “life insurance contract” in Section 7702 of the Internal Revenue Code of 1986, as amended (“Code”). Under Section 7702, a Policy will generally be treated as life insurance for federal tax purposes if at all times it meets either a guideline premium test or a cash value accumulation test. We have designed Your Policy to comply with only the cash value accumulation test. The investments of each Subaccount also satisfy the investment diversification requirements of Section 817(h) of the Code. Consequently:

■   The death benefit will, if and when paid, be excluded from the gross income of the Beneficiary for federal income tax purposes;

■   The growth of the Cash Value of the Policy, if any, that is attributable to the investments in the Subaccounts will not be subject to federal income tax, unless and until there is a full or partial withdrawal of the Policy; and

■   Transfers among Subaccounts are not taxable events for purposes of federal income tax.

Surrenders and Loans
The federal tax treatment of Policy surrenders and loans depends upon whether the Policy is a MEC under Section 7702A of the Code. A MEC is a contract that meets the definition of a “life insurance contract” but fails to meet the "seven-pay" test of Section 7702A(b). Under the seven-pay test, the total premiums paid cannot, at any time during the first seven years of a contract, exceed the total premiums that would have been paid by that time under a similar fixed-benefit life insurance contract designed to provide for paid-up future benefits after the payment of seven equal annual premiums.

The Policy offered by this prospectus has been designed so that it will not be a MEC at the time it is issued, unless it is issued in exchange for a MEC. However, under the MEC rules, a Policy may become a MEC after it has been issued if the Policyowner decreases the Face Amount, takes a partial withdrawal, terminates a rider, allows the Policy to lapse into extended term or reduced paid-up insurance, or makes any other material change to the Policy. If a Policy becomes a MEC, any Policy that is issued in exchange for it will also be a MEC. Furthermore, all MECs that are issued by Us to a Policyowner in any calendar year will be treated as one Policy under the MEC rules. Because MECs are taxed differently, You should consult with a qualified tax expert before making any change to Your Policy that might cause it to be treated as a MEC.

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Policies that Are not MECs
If Your Policy is not a MEC, a total surrender of the Policy will subject You to federal income tax on the amount (if any) by which the cash surrender value exceeds Your basis in the Policy (premiums paid less previous distributions that were not taxable). If You elect to receive Your payment in installments, depending upon the option selected, You may be taxed on all or a portion of each installment until the income in the Policy has been paid; only after all Your basis in the Policy has been paid; or on a portion of each payment.

If You make a partial withdrawal after the first 15 Policy Years, the distribution will not be subject to federal income tax unless the amount of the partial withdrawal exceeds Your basis in the Policy. In other words, partial withdrawals after 15 Policy Years will be treated as being from basis first and income second. During the first 15 Policy Years, the portion of the partial withdrawal that is subject to federal income tax will depend upon the ratio of Your death benefit to the Cash Value and the age of the Insured at the time of the surrender.

If Your Policy is not a MEC, Policy loans are not considered distributions and are not subject to current federal income tax as long as the Policy remains in force, nor is the interest paid on such loans deductible for federal income tax purposes.

If You surrender or exchange Your Policy while a loan is outstanding, the amount of the loan will be treated as a distribution and may be taxable. Moreover, under certain circumstances, if You exchange Your Policy while a loan is outstanding, the amount of the loan may be taxed on an “income first” basis.

If the Cash Value of Your Policy falls below the aggregate amount of the loan balance as the result of the fluctuation in the value of the underlying Funds or for any other reason, the Policy may terminate (see "Cash Value"). In that case, all outstanding loans will be immediately taxable to the extent they exceed premiums paid. You should consult with a qualified tax expert before taking a Policy loan.

Policies that Are MECs
A Policy that is classified as a MEC continues to be a life insurance contract for purposes of the federal income tax treatment of the death benefit and inside build-up. However, distributions are treated differently. Distributions from a Policy that is classified as a MEC are taxed on an "income first" basis (that is, if a Policy is a MEC, generally distributions are taxed as earnings first, followed by a return of the Policy’s cost basis). If a Policy is a MEC, distributions include partial and full surrenders. Also, Policy loans from a MEC may be taxable. Furthermore, if a Policy becomes a MEC, distributions that occur prior to the date on which it became a MEC may also be subject to the MEC rules. Finally, subject to certain exceptions, taxable withdrawals that are made from a MEC prior to age 59 ½ are subject to an additional 10% penalty.

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Tax Withholding
Regardless of whether Your Policy is a MEC, whenever there is a taxable distribution from the Policy, the amount of any gain is subject to federal income tax withholding and reporting. We will not withhold income tax if You so request in writing before the payment date. However, in such event, You are subject to any potential tax penalties that may result from Our failure to withhold taxes.

Estate and Generation Skipping Taxes
Because of the complex nature of the federal tax law, We recommend that You consult with a qualified tax adviser about the estate tax implications associated with purchasing a Policy. The Code provides an exemption for federal estate tax purposes of $11,400,000 for 2019 (adjusted for inflation annually thereafter) and a top estate tax rate of 40%. An unlimited marital deduction may be available for assets left to a U.S. citizen spouse. The marital deduction defers estate and gift taxes until the death of the surviving spouse. Any unused exemption in one spouse’s estate will be available in most cases to the surviving spouse.

When the Insured dies, the death benefit payable under the Insured’s Policy will generally be included in the Insured's estate for federal estate tax purposes if (1) the Insured and the Policyowner are the same or (2) the Insured held any "incident of ownership" in the Policy at death or at any time within three years of death. An incident of ownership is, in general, any right that may be exercised by the Policyowner, such as the right to borrow from the Policy or to name a new Beneficiary.

If a Policyowner (whether or not he or she is the Insured) transfers ownership of the Policy to another person, such transfer may be subject to federal gift tax. In addition, if a Policyowner transfers the Policy to someone two or more generations younger than the Policyowner, the transfer may be subject to the federal generation-skipping transfer tax ("GSTT"). Similarly, if the Beneficiary is two or more generations younger than the Insured, the payment of the death benefit to the Beneficiary may be subject to the GSTT. The Code provides an exemption for GSTT purposes of $11,400,000 for 2019(adjusted for inflation annually thereafter) and a top GSTT tax rate of 40%.

Other Tax Issues
We are taxed as a "life insurance company" under the Code. We do not expect to incur any federal income tax as a result of the net earnings or realized net capital gains attributable to Separate Account E. Based on this expectation, no charge is currently assessed against Separate Account E for such tax. If We incur such tax in the future, We may assess a charge for such tax against Separate Account E.

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We may incur state and local income taxes (in addition to premium taxes) attributable to Separate Account E in several states. At present, these taxes are not significant and We do not impose any charge for such taxes against Separate Account E. We may assess Separate Account E for such taxes in the future. If any charges for federal, state or local taxes are assessed against Separate Account E in the future, they could reduce the net investment performances of the Subaccounts.

In order for a Policy to be treated as a life insurance contract for federal income tax purposes, the investments of each Subaccount to which premiums under the Policy are allocated must be “adequately diversified” in accordance with the Code and Treasury Department regulations. The investment adviser of the VIP Series monitors each Fund’s investment portfolio to ensure that the diversification requirements are met, because, for purposes thereof, a Fund’s assets are treated as if they are owned by each Subaccount that invests therein. If any Subaccount to which premiums under Your Policy are allocated failed to satisfy these requirements, Your Policy would not receive tax treatment as a life insurance contract for the period of the failure and any subsequent period. As a result, You could be currently taxed on the net earnings and net realized gains of the Subaccount(s) in which You were indirectly invested. This is a risk that is common to all variable life insurance policies.

Each of the Funds sells its shares not only to Separate Account E but also to other separate accounts which fund variable life insurance policies and variable annuity contracts. We do not anticipate any disadvantage resulting from this arrangement. However, it is possible that a material conflict of interest could arise between the interests of Policyowners and contractowners which invest in the same Fund. If such a conflict were to arise, We would take whatever steps were necessary to protect the interests of Policyowners and contractowners, including potentially substituting a different Fund for the Fund. It is also possible that the failure of one separate account to comply with the federal tax law requirements could cause all of the separate accounts to lose their tax-deferred status. This is a risk that is common to many variable life insurance policies and variable annuities.

Under certain circumstances, a Policyowner’s control of the investments of Separate Account E may cause the Policyowner, rather than Us, to be treated as the owner of the assets in Separate Account E for federal tax purposes, which would result in the current taxation of the net income and net realized gains on those assets to the Policyowner. Based upon existing Internal Revenue Service (“IRS”) guidance, We do not believe that the ownership rights of a Policyowner under the Policy would result in the Policyowner’s being treated as the owner of the assets of the Policy. However, We do not know whether additional guidance will be provided by the IRS on this issue and what standards may be contained in such guidance. Therefore, We reserve the right to modify the Policy as necessary to attempt to prevent a Policyowner from being considered the owner of a pro rata share of the assets of the Policy.

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OTHER INFORMATION

VOTING RIGHTS
Because the Funds of the VIP Series are not required to have annual shareholder meetings, Policyowners generally will not have an occasion to vote on matters that pertain to the Funds. In certain circumstances, one or more of the Funds may be required to hold a shareholders meeting or may choose to hold one voluntarily. For example, a Fund may not change fundamental investment policies without the approval of a majority vote of that Fund’s shareholders in accordance with the 1940 Act.

If a Fund holds a meeting at which shareholders are entitled to vote, Policyowners will have the opportunity to provide voting instructions to Us for shares of the Fund held by a Subaccount in which their Policy invests. We will vote the shares at any such meeting as follows:

■   Shares attributable to Policyowners for which We have received instructions, in accordance with the instructions;

■   Shares attributable to Policyowners for which We have not received instructions, in the same proportion that We voted shares held in the Subaccount for which We received instructions; and

■   Shares not attributable to Policyowners, in the same proportion that We have voted shares held in the Subaccount attributable to Policyowners for which We have received instructions.

We will vote Fund shares that We hold directly in the same proportion that We vote shares held in any corresponding Subaccounts that are attributable to Policyowners and for which We receive instructions. However, We will vote Our own shares as We deem appropriate where there are no shares held by Policyholders in any Subaccount. We will present all the shares of any Fund that We hold through a Subaccount or directly at any Fund shareholders meeting for purposes of determining a quorum. As a result of proportional voting, the votes cast by a small number of Policyowners may determine the outcome of a vote.

We will determine the number of Fund shares held in a corresponding Subaccount that is attributable to each Policyowner by dividing the value of the Subaccount by the net asset value of one Fund share. We will determine the number of votes that a Policyowner has the right to cast as of the record date established by the Funds.

We will solicit instructions by written communication before the date of the meeting at which votes will be cast. We will send meeting and other materials relating to the Fund to each Policyowner having a voting interest in a Subaccount.

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The voting rights that We describe in this prospectus are created under applicable laws. If the laws eliminate the necessity to submit such matters for approval by persons having voting rights in separate accounts of insurance companies or restrict such voting rights, We reserve the right to proceed in accordance with any such changed laws or regulations. We specifically reserve the right to vote shares of any Fund in Our own right, to the extent permitted by law.

REPORTS
Our variable life insurance is offered through broker-dealers that are registered with the SEC and are members of FINRA. At least twice each year, We will send a report to You that contains financial information about the Funds, as required by applicable law. In addition, unless otherwise agreed, we will send You a confirmation on behalf of the broker-dealers through which the variable life insurance transaction is processed after each transaction that affects the value of Your Policy, including to the extent applicable, Your scheduled fixed premium payments.

If several members of the same household each own a Policy, We may send only one such report or prospectus to that address, unless You instruct Us otherwise. You may receive additional copies by calling or writing Us.

FINANCIAL STATEMENTS
The financial statements of FLIAC and Separate Account E are in the Statement of Additional Information.

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APPENDIX A

Waiver of Specified Monthly Deduction Rider

Please note that the discussion below describes the significant terms and conditions of the rider as they apply to the residents of Arizona, Connecticut, Delaware, Florida, New York, North Dakota or Washington, D.C.

At the time of the Issue of the Policy, You may purchase a rider that waives the Specified Monthly Deduction under certain circumstances. The Specified Monthly Deduction includes the premium charge, the policy charge, the cost of insurance charge, the Face Amount charge and optional rider charges (if any). The Specified Monthly Deduction does not include the separate account charge. Thus, even if this rider is in effect You still will be charged a Monthly Deduction which will be comprised of the separate account charge alone. While the Specified Monthly Deduction is being waived, all benefits included under this Policy will continue in force, subject to Your ability to pay the Monthly Deduction (i.e., the separate account charge), which may be affected by the investment performance of the Subaccounts You have selected and any Policy loans You have outstanding.

Under the terms of the rider, if the Insured becomes totally disabled before the Policy Anniversary on which the Insured attains age 60, We will waive the Specified Monthly Deductions which fall due while the total disability continues.

For the purposes of this rider, total disability means that the Insured is unable to engage in any occupation for which he or she is or could be suited by reason of education, training or experience. Being a homemaker or student is considered engaging in an occupation. The total disability must require the regular treatment by a licensed physician other than the Insured, be caused by accidental bodily injury occurring, or disease first manifesting itself, after the effective date of this rider but before the Policy Anniversary on which the Insured attains age 60, and continue for six consecutive months.

Prior to the approval of any claim, We have the right to have one or more physicians examine the Insured as often as We may reasonably require. After approval of a claim, We may require proof of continuance of the total disability and designate one or more physicians to examine the Insured at reasonable intervals. Under the terms of the rider, You are required to give Us immediate notice when the Insured recovers from the total disability.

In order to claim this benefit, both the rider and the Policy must be in force. The rider will terminate when the Policy lapses, the Policy Anniversary on which the Insured attains age 60, or upon Your written request.

50



GLOSSARY

Frequently used terms You need to know to understand this Policy are defined below. The meaning of other terms in the Policy are defined in the context of the paragraph in which they first appear.

Administrative Office is the office to which Notices, correspondence requests and payments must be sent. The address for the Administrative Office is: Foresters Life Insurance and Annuity Company, In Force Services Department, Raritan Plaza 1, P.O. Box 7836, Edison, NJ 08818-7836. We will notify You in writing and provide You with an address if We designate another office for policy administration and/or the receipt of Notices, correspondence, requests and payments.

Application is the application (including supplemental applications) for this Policy which are attached to and made a part of this Policy.

Age is the Insured’s age on his or her last birthday.

Beneficiary is the party(ies) named in the Application to whom the Death Proceeds are to be paid upon the Insured’s death, unless changed later as provided in the Policy.

Business Day means each day the NYSE is open for regular trading

Company (also “we”, “us” or “our”) means Foresters Life Insurance and Annuity Company

Face Amount is the dollar amount of insurance coverage You select. It is part of the calculation of the Death Proceeds. The current minimum Face Amount for a Policy is $100,000.

Fixed Account Accumulation Value is the Accumulation Value in the Fixed Account.

Fund(s) are Portfolios of open-end management companies registered under the Investment Company Act of 1940, as amended (the “Act”) that are offered as investment options under the Policies. The Subaccounts purchase shares of designated investment portfolios of a Fund with the assets of the Separate Account.

General Account consists of all assets of the Company other than those allocated to any Separate Account of the Company.

Insured is the named person upon whose death the Death Proceeds are paid.

Issue Date is the date the Policy is issued. It is the date from which certain policy provisions are measured.

Loan Account Accumulation Value is the Accumulation Value that is transferred to Our General Account that corresponds to Policy loans You take. It is increased by Policy loans and decreased by loan repayments.

Maturity Date is the date on which this Policy terminates if the Insured is still living and if this Policy has not been surrendered or lapsed.

Monthly Deduction is the total of the charges due and payable on each Monthly Deduction Date including the policy charge, the cost of insurance charge, the separate account charge, the face amount charge and any charges for additional benefit riders. When the Waiver of Specified Monthly Deduction Rider is in effect, the Monthly Deduction is comprised of the separate account charge alone.

51


Monthly Deduction Date is the date of each one-month interval as measured from the Issue Date on which the monthly policy charges/premiums are charged to the Total Accumulation Value.

Net Premium is the premium less the Premium Charge.

Net Surrender Value is equal to the Surrender Value less any Policy loan balance.

NYSE means the New York Stock Exchange

Notice is a signed, written communication providing information we need. We may authorize in advance another manner of communication at our discretion. All Notices to us must be sent to our Administrative Office and received in good order acceptable to us.

Policyowner (also “You” or “Your”) is the person who is entitled to the ownership rights under this Policy, unless changed in accordance with our policies.

Policy Anniversary is the date of each one-year interval as measured from the Issue Date.

Policy Months are successive one-month periods measured from the Issue Date.

Policy Quarters are successive three-month periods measured from the Issue Date.

Policy Years are successive twelvemonth periods measured from the Issue Date.

Policy Schedule are the pages of this Policy so titled which show the Policy Owner(s), Insured, benefits, premiums and other information.

Right to Examine Period is the period of time available to You to review Your Policy and cancel it for a refund of premiums paid. The Right to Examine Period may be up to 45 days and varies by state, age of the Insured on the Issue Date and the type of transaction (e.g., a replacement transaction).

SEC means the Securities and Exchange Commission.

Specified Monthly Deduction is the Monthly Deduction plus the premium charge and excluding the separate account charge.

Subaccount means a subaccount of Separate Account E. Each subaccount invests in a designated Fund.

Subaccount Accumulation Value is equal to the sum of the Accumulation Values in each of the Subaccounts to which You have allocated.

Surrender Value means the Unloaned Accumulation Value less the applicable surrender charge.

Total Accumulation Value is equal to the sum of the Accumulation Values in each of the Subaccounts, the Fixed Account and the Loan Account.

Unloaned Accumulation Value is the sum of the Accumulation Values in each of the Subaccounts and the Fixed Account.

52


Valuation Day means any day on which the NYSE is open for trading and on which we are open for business.

Please read this prospectus and keep it for future reference. It contains important information that You should know before buying a Policy. We filed a Statement of Additional Information (“SAI”), dated May 1, 2020, with the Securities and Exchange Commission. We incorporate the SAI by reference into this prospectus. You can get a free SAI, request other information about the Policy or make other inquiries by contacting Us at Foresters Life Insurance and Annuity Company, Raritan Plaza 1, P.O. Box 7836, Edison, New Jersey 08818-7836, calling Us toll free at (800) 832-7783 or by visiting Our website www.foresters.com. You can obtain copies of Our documents (including reports and the SAI), after paying a duplicating fee, by electronic request at publicinfo@sec.gov. Documents can be viewed online or downloaded from the EDGAR database on the SEC’s Internet website at http://www.sec.gov.

SEC file number: 333-191937/811-21742

53


FIRST INVESTORS LIFE SEPARATE ACCOUNT E

Individual Variable Life Insurance Policies
Issued By
Nassau Life Insurance Company

Supplement dated July 8, 2020 to the
Statement of Additional Information dated May 1, 2020

This supplement updates certain information contained in the Statement of Additional Information (“SAI”), dated May 1, 2020, for the individual variable life insurance policies supported by First Investors Life Separate Account E (the “Separate Account” or “Separate Account E”), which includes two individual variable life insurance policies called “Variable Universal Life” and “SPVL Modified Single Premium Variable Life Insurance Policy” (the “Policies”), each with their own related prospectus dated May 1, 2020, as supplemented on July 8, 2020. Please read this supplement and the SAI carefully in conjunction with the applicable prospectus and retain it for future reference. Capitalized terms not otherwise defined in this supplement have the meanings given to them in the SAI.

On July 1, 2020, Nassau Life Insurance Company (“NNY”) acquired Foresters Life Insurance and Annuity Company (“FLIAC”), the issuer of the Policies. Following the acquisition, on July 8, 2020, FLIAC merged with and into NNY (the “Merger”), with NNY as the surviving company. Upon completion of the Merger, FLIAC’s corporate existence ceased by operation of law. As the surviving company, NNY assumed all the rights, duties and obligations of FLIAC, including those related to the Separate Account. The Separate Account became a separate account of NNY. NNY assumed legal ownership of the assets of the Separate Account and responsibility for the liabilities and obligations of all outstanding Policies.

The Merger did not affect the terms of, or the rights and obligations under, the Policies other than to change the insurance company that provides Policy benefits from FLIAC to NNY. The Policies continue to be funded by the Separate Account. Policy values did not change as a result of the Merger. No additional charges were imposed and no deductions were made as a result of the Merger. The Merger did not have any tax consequences for Policyowners.

For information or service concerning a Policy, You may contact Us in writing at Our Administrative Office located at Raritan Plaza 1, P.O. Box 7836, Edison, New Jersey 08818-7836. You may also call Us at 1-800-832-7783 between the hours of 9:00 A.M. and 5:00 P.M., Eastern Time, or fax Us at 732-510-4209. You may also contact Us through Our website at www.NSRE.com.

Revisions to the SAI

The information below describes changes to the SAI as a result of the Merger and otherwise updates the SAI.

I. References to FLIAC throughout the SAI that are not otherwise addressed below are replaced with references to NNY.
   
II. Reference to FLIAC’s website, www.foresters.com, in the first paragraph of the SAI is replaced with a reference to NNY’s website, www.NSRE.com.

1



III. Beginning on page 2, the following replaces the section titled “Foresters Life Insurance and Annuity Company” under “GENERAL DESCRIPTION”:

Nassau Life Insurance Company. NNY is a stock life insurance company organized under the laws of the State of New York. NNY is authorized to conduct life and annuity business in all 50 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. The statutory home office of NNY is located at 15 Tech Valley Drive, East Greenbush, New York 12061.

The immediate parent of NNY is The Nassau Companies of New York, a Delaware corporation. The Nassau Companies of New York is ultimately controlled by David Dominik. Mr. Dominik ultimately controls NNY through the following intervening companies: The Nassau Companies, Nassau Insurance Group Holdings, L.P., Nassau Insurance Group Holdings GP, LLC and Nassau Financial Group L.P. The nature of the business of Mr. Dominik and the intervening companies includes investing in companies engaged in the business of insurance.

On July 1, 2020, NNY acquired FLIAC, which was formerly the depositor of the Separate Account and issuer of the Policies. Following the acquisition, FLIAC merged with and into NNY, with NNY as the surviving entity. As a result, on July 8, 2020, NNY became the depositor of the Separate Account and issuer of the Policies.

IV. Beginning on page 4, the following replaces the sections titled “Custodian,” “Independent Registered Public Accounting Firm,” “Underwriter” and “Distribution of Policy” under “SERVICES”:

Custodian. NNY, subject to applicable laws and regulations, is the custodian of the securities of the Subaccounts of the Separate Account. NNY maintains the records and accounts of the Separate Account.

Independent Registered Public Accounting Firm. KPMG LLP, 345 Park Avenue, New York, New York 10154, is the independent registered public accounting firm for the Separate Account. KPMG LLP, 755 Main Street 11th Floor, Hartford, Connecticut 06103 is the independent auditor for NNY.

Underwriter. NNY and the Separate Account have entered into an Underwriting Agreement with 1851 Securities, Inc. (“1851”), which became effective on July 1, 2020, pursuant to which 1851 serves as principal underwriter for the Policies. 1851, an affiliate of NNY, has its principal business address at One American Row, Hartford, CT 06102. NNY is no longer offering the Policies for new sales, but owners of existing Policies may continue to make additional premium payments. 1851 does not retain any commissions paid by NNY, but it is reimbursed by NNY for expenses it incurs for performing its underwriting function. 1851 assumed the role of principal underwriter for the Policies on July 1, 2020. Consequently, it did not receive any commissions from the Separate Account in connection with the distribution of the Policies during the fiscal years ended December 31, 2017, 2018 or 2019.

Foresters Financial Services, Inc. (“FFS”), an affiliate of FLIAC, was the previous principal underwriter for the Policies. For the fiscal years ended December 31, 2017, 2018 and 2019, FFS received underwriting commissions of $4,705,178, $3,310,872 and $1,597,700, respectively, in connection with the distribution of the Variable Universal Life Policy, and $394,667, $394,075 and $216,969, respectively, in connection with the distribution of the SPVL Modified Single Premium Variable Life Insurance Policy.

V. On page 5, the following is added to the end of the section titled “SERVICES”:

2


Administrative Services. The Nassau Companies of New York (“NCNY”) provides administrative services for the Policies through a shared service agreement between NNY and NCNY. NCNY’s principal business address is One American Row, Hartford, CT 06102.

VI. On page 6, the following replaces the section titled “RELEVANCE OF FINANCIAL STATEMENTS”:

RELEVANCE OF FINANCIAL STATEMENTS

The values of the interests of Policyowners under the Policies will be affected by the investment results of the Subaccounts and the returns on any amounts they allocate to the Fixed Account. The financial statements of NNY as contained herein should be considered only as bearing upon NNY’s ability to meet its obligations to Policyowners under the, including, but not limited to, the minimum and any declared excess interest credited on accumulation values in the Fixed Account, and they should not be considered as bearing on the investment performance of the Subaccounts.

Financial Statements

The following audited financial statements of NNY as of December 31, 2019 and 2018, and as of December 31, 2018 and 2017, and for each of the years in each of the two-year periods ended December 31, 2019 and December 31, 2018, replace the audited financial statements of FLIAC that were previously included in the SAI. Please note that the SAI still contains the audited financial statements of the Separate Account as of December 31, 2019 and for each of the years or periods in the two-year period then ended and the financial highlights for each of the years or periods in the five-year period then ended.

Experts. The above-referenced financial statements of NNY have been included as part of the SAI in reliance upon the reports of KPMG LLP, an independent auditor, and upon the authority of said firm as experts in accounting and auditing. The above-referenced financial statements of the sub-accounts of First Investors Life Separate Account E have been included as part of the SAI in reliance upon the reports of KPMG LLP, independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing.

3


 

 

 

 

Nassau Life
Insurance Company
(a wholly owned subsidiary of
The Nassau Companies of New York)
Statutory Financial Statements and
Supplemental Schedules
December 31, 2019 and 2018

 

 

 

 

 

 

 



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Table of Contents

Page
Statutory Financial Statements:
   
Independent Auditors’ Report 1-2
   
Statements of Admitted Assets, Liabilities, Capital and Surplus 3
   
Statements of Income and Changes in Capital and Surplus 4
   
Statements of Cash Flows 5
   
Notes to Statutory Financial Statements 6-44
   
Supplementary Schedules:
   
       Summary of Investments - Other than Investments in Related Parties 45-46
   
       Supplementary Insurance Information 47
   
       Supplementary Schedule - Reinsurance 48

i


Independent Auditors’ Report

The Board of Directors
Nassau Life Insurance Company:

We have audited the accompanying financial statements of Nassau Life Insurance Company, which comprise the statutory statements of admitted assets, liabilities, capital and surplus as of December 31, 2019 and 2018, and the related statutory statements of income and changes in capital and surplus, and cash flows for the years then ended, and the related notes to the statutory financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with statutory accounting practices prescribed or permitted by the New York State Department of Financial Services. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles

As described in Note 2 to the financial statements, the financial statements are prepared by Nassau Life Insurance Company using statutory accounting practices prescribed or permitted by the New York State Department of Financial Services, which is a basis of accounting other than U.S. generally accepted accounting principles. Accordingly, the financial statements are not intended to be presented in accordance with U.S. generally accepted accounting principles.

The effects on the financial statements of the variances between the statutory accounting practices described in Note 2 and U.S. generally accepted accounting principles, although not reasonably determinable, are presumed to be material.

1


Adverse Opinion on U.S. Generally Accepted Accounting Principles

In our opinion, because of the significance of the variances between statutory accounting practices and U.S. generally accepted accounting principles discussed in the Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles paragraph, the financial statements referred to above do not present fairly, in accordance with U.S. generally accepted accounting principles, the financial position of Nassau Life Insurance Company as of December 31, 2019 and 2018, or the results of its operations or its cash flows for the years then ended.

Opinion on Statutory Basis of Accounting

In our opinion, the financial statements referred to above present fairly, in all material respects, the admitted assets, liabilities, capital and surplus of Nassau Life Insurance Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in accordance with statutory accounting practices prescribed or permitted by the New York State Department of Financial Services described in Note 2.

Other Matter

Our audits were conducted for the purpose of forming an opinion on the financial statements as a whole. The supplementary information included in the Supplemental Schedules: Supplemental Schedule Summary of Investments - Other than Investments in Related Parties, Supplementary Insurance Information, and Supplementary Schedule - Reinsurance, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by Regulation S-X Rule 7-05 of the Securities and Exchange Commission. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audits of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole.

[(signed) KPMG LLP]

Hartford, Connecticut
April 24, 2020, except for the Supplemental Schedules, as to which the date is July 8, 2020

2



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Statements of Admitted Assets, Liabilities, Capital and Surplus

As of
December 31,
   2019       2018
(in thousands)
Assets:
Bonds $      7,015,955 $      7,212,940
Contract loans 2,333,929 2,326,802
Real estate, at depreciated cost 30,859 30,232
Preferred stock 95,933 125,947
Common stock 57,218 58,649
Mortgage loans 400,498 268,735
Cash and short-term investments 100,651 56,891
Other invested assets 344,563 614,915
Receivables for securities 2,620 7,474
Total cash and invested assets 10,382,226 10,702,585
Deferred and uncollected premiums 63,401 68,807
Due and accrued investment income 143,637 145,362
Reinsurance recoverables 8,979 7,214
Deferred tax asset 56,371 57,337
Receivables from affiliates 10,789 22,164
Other assets 8,129 13,994
Separate account assets 1,060,368 942,308
Total assets $ 11,733,900 $ 11,959,771
                 
Liabilities:
Reserves for future policy benefits $ 8,936,348 $ 9,191,720
Policyholders’ funds 441,780 462,047
Dividends to policyholders 126,939 118,441
Policy benefits in course of settlement 131,144 136,826
Amounts payable on reinsurance 16,570 26,542
Accrued expenses and general liabilities 68,089 62,182
Current federal and foreign income tax 26,128 16,343
Reinsurance funds withheld liability 223,290 232,124
Interest maintenance reserve (“IMR”) 100,226 100,121
Transfers to (from) separate account due and accrued (305 ) (821 )
Asset valuation reserve (“AVR”) 155,024 157,027
Separate account liabilities 1,060,368 942,308
Total liabilities 11,285,601 11,444,860
                 
Capital and surplus:
Common stock, $1,000 par value (10,000 shares authorized;
       10,000 shares issued and outstanding) 10,000 10,000
Paid-in surplus 228,798 228,798
Surplus notes 126,313 126,286
Special surplus funds 2,500 2,500
Unassigned surplus 80,688 147,327
Total surplus 448,299 514,911
Total liabilities, capital and surplus $ 11,733,900 $ 11,959,771

The accompanying notes are an integral part of these financial statements.

3



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Statements of Income and Changes in Capital and Surplus

For the Years Ended
December 31,
      2019       2018
(in thousands)
Income:
Premium and annuity considerations $      249,857 $      251,976
Net investment income 554,889 588,147
Commissions and expense allowances on reinsurance ceded 13,239 13,191
Reserve adjustments on reinsurance ceded (220,371 ) (254,682 )
Fees associated with separate account and other miscellaneous income 78,364 90,894
Total income 675,978 689,526
                 
Current and future benefits:
Death benefits 464,062 442,092
Disability and health benefits 3,401 4,215
Annuity benefits and matured endowments 14,056 13,340
Surrender benefits 291,017 259,836
Interest on policy or contract funds 12,789 13,285
Settlement option payments 10,141 10,032
Net transfers to (from) separate accounts, net of reinsurance (75,805 ) (59,976 )
Change in reserves for future policy benefits and policyholders’ funds (255,384 ) (259,614 )
Total current and future benefits 464,277 423,210
                 
Operating expenses:
Direct commissions 3,192 3,840
Commissions and expense allowances on reinsurance assumed 1,828 1,958
Premium, payroll and miscellaneous taxes 6,786 8,744
Other operating expenses 109,983 80,700
Total operating expenses 121,789 95,242
Net gain (loss) from operations before dividends and federal income taxes 89,912 171,074
Dividends to policyholders 86,675 77,321
Net gain from operations after dividends and before federal income taxes 3,237 93,753
Federal and foreign income tax expense (benefit) 11,308 (1,473 )
Net gain from operations before realized capital gains (losses) (8,071 ) 95,226
Realized capital gains/(losses), net of income taxes and IMR (6,580 ) (992 )
Net income/(loss) (14,651 ) 94,234
                 
Changes in capital and surplus:
Change in unrealized capital gains (loss), net of tax 14,950 24,872
Change in deferred income taxes 13,722 (17,766 )
Change in non-admitted assets (11,505 ) 23,917
Change in asset valuation reserve 2,003 4,143
Change in surplus notes 26 26
Dividends to stockholder (60,000 ) (60,000 )
Other surplus changes, net (11,157 ) (3,761 )
Net increase (decrease) in capital and surplus (66,612 ) 65,665
Capital and surplus, beginning of year 514,911 449,246
Capital and surplus, end of year $ 448,299 $ 514,911

The accompanying notes are an integral part of these financial statements.

4



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Statements of Cash Flows

For the Years Ended
    December 31,
2019       2018
(in thousands)
Cash provided by (used for) operations:
Premiums $      330,241 $      331,153
Investment and other income 571,495 578,759
Claims and benefits (1,023,643 ) (935,424 )
Dividends paid       (116,452 ) (121,840 )
Commissions and other expenses (111,756 ) (137,536 )
Net transfers from separate accounts 76,359 60,168
Federal income taxes recovered (paid) (384 ) (35,663 )
Net cash provided by (used for) operations (274,140 ) (260,383 )
 
Cash provided by (used for) investments:
Proceeds from sales, maturities and repayments of bonds 1,026,310 1,332,418
Proceeds from sales, maturities and repayments of stocks 95,822 42,467
Proceeds from sales, maturities and repayments of other invested assets 450,797 100,771
Proceeds from sales, maturities and repayments of other investments 9,934 2,197
Cost of bonds acquired (822,030 ) (1,146,988 )
Cost of stocks acquired (59,117 ) (42,257 )
Cost of mortgage loans acquired (136,520 ) (181,174 )
Cost of other invested assets acquired (170,339 ) (80,027 )
Cost of other investments acquired (2,969 ) (1,739 )
Net decrease (increase) in contract loans (7,127 ) 10,420
Net cash provided by (used for) investments 384,761 36,088
 
Cash provided by (used for) financing and miscellaneous sources:
Net deposits (withdrawals) of deposit-type contracts (30,331 ) (11,111 )
Dividends to stockholder (60,000 ) (60,000 )
Other cash provided (applied) 23,470 (3,710 )
Net cash provided by (used for) financing and miscellaneous uses (66,861 ) (74,821 )
Net increase (decrease) in cash and short-term investments 43,760 (299,116 )
Cash and short-term investments, beginning of year 56,891 356,007
Cash and short-term investments, end of year $ 100,651 $ 56,891

The accompanying notes are an integral part of these financial statements.

5



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements

1. Description of Business

Phoenix Mutual Life Insurance Company was organized in Connecticut in 1851. In 1992, in connection with its merger with Home Life Insurance Company, the Company re-domiciled to New York and changed its name to Phoenix Home Life Mutual Insurance Company, or Phoenix Home Life. On June 25, 2001, the effective date of its demutualization, Phoenix Home Life converted from a mutual life insurance company to a stock life insurance company, became a wholly owned subsidiary of The Phoenix Companies, Inc. (“Phoenix”), a publicly owned holding company traded on the New York Stock Exchange, and changed its name to Phoenix Life Insurance Company (“PLIC”). As a result of this conversion, PLIC stopped writing traditional participating life insurance business. PLIC also established a closed block (the “Closed Block”) of existing in-force traditional participating life insurance business to protect the future dividends of these policyholders.

On June 20, 2016, Nassau Insurance Group Holdings L.P. (“Nassau” or “Nassau Re”) completed its acquisition of the Nassau Companies of New York (“NCNY” or the “Parent”) after receipt of insurance regulatory approvals from the Connecticut Insurance Department and the New York Department of Financial Services (“NYDFS” or the “Department”). Founded in April 2015, Nassau Re is a privately held insurance and reinsurance business focused on building a franchise across the insurance value chain. Effective March 31, 2019, Nassau Insurance Group Holdings, L.P. (formerly known as Nassau Reinsurance Group Holdings L.P.) contributed NCNY to The Nassau Companies.

Effective October 10, 2018, PLIC changed its name to Nassau Life Insurance Company (“NNY” or the “Company”). Effective November 13, 2018, the Company’s Parent, The Phoenix Companies, Inc. (“Phoenix”), changed its name to The Nassau Companies of New York. The financial statements of NNY are presented on the basis of accounting practices prescribed or permitted by the NYDFS.

NNY is a provider of life insurance and annuity products. The Company’s life insurance products include whole life, universal life, variable universal life and other insurance products. NNY offers single-life and multiple-life products. Most of the Company’s whole life policies were written prior to the demutualization and are part of the Closed Block. The Company also offers annuity products including both deferred and immediate varieties. Deferred annuities accumulate for a number of years before periodic payments begin and enable the contract owner to save for retirement and provide options that protect against outliving assets during retirement. Immediate annuities are purchased by means of a single lump sum payment and begin paying periodic income within the first year.

As is customary in the life insurance industry, the reinsurance program is designed to protect against adverse mortality experience generally and to reduce the potential loss from a death claim on any one life. Risk is ceded to other insurers under various agreements that cover life insurance policies. The amount of risk ceded depends on an evaluation of the specific risk and applicable retention limits.

2. Summary of Significant Accounting Policies Basis of presentation

The significant accounting policies, which are used by NNY in the preparation of the statutory financial statements, are described below.

These financial statements are prepared on the basis of accounting practices (“STAT”) prescribed or permitted by the NYDFS. These practices are predominately promulgated by the National Association of Insurance Commissioners (the “NAIC”). The material practices are prescribed by the NYDFS. These practices differ from accounting principles generally accepted in the United States of America (“U.S. GAAP”). The major differences from U.S. GAAP practices are as follows:

The costs related to acquiring business, principally commissions and certain policy issue expenses, are charged to income in the year incurred for STAT and are capitalized as deferred acquisition costs (“DAC”) and then amortized for U.S. GAAP.

6



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Statutory concepts such as non-admitted assets, asset valuation reserve and interest maintenance reserve are recognized only for STAT.
   
Bonds are primarily carried at amortized cost for STAT and at fair value for U.S. GAAP.
   
For certain deposit-type contracts in the accumulation stage and for annuity products, deposits are reported as annuity considerations (a revenue item) for statutory reporting, while U.S. GAAP reports these as deposits via the balance sheet.
   
Reserves for participating life policies are calculated using various methods allowed under statutory accounting.
   
Non-life subsidiaries are recorded based on the underlying audited U.S. GAAP equity of the investee.
   
Under STAT, for universal life, interest sensitive life, variable universal life policies and variable annuity contracts, premiums or deposits are recognized as revenue and withdrawals are recognized as surrender benefits. Benefits, losses and related expenses are matched with premiums over the related contract periods. Amounts received as payments for universal life, variable universal life and other investment-type contracts are considered deposits and are not included in premiums. Withdrawals taken from these contracts are generally considered returns of policyholder account balances and are not included in surrender benefits for U.S. GAAP.
   
Statutory reserves are based on different assumptions than they are under U.S. GAAP.
   
For STAT, the cost of employee pension benefits, including prior service costs, is recognized as the employer contributions are made to fund the costs. Certain costs of employee post-retirement health benefits are recognized over an employee’s service period. For U.S. GAAP, pension and other post-employment benefit costs and obligations are recognized over the employees’ expected service periods by discounting an estimate of aggregate benefits, adjusted by assumed investment rates of return on benefit plan assets, if applicable.
   
Assets and liabilities are reported net of reinsurance balances for STAT and gross for U.S. GAAP.
   
Surplus notes issued by the Company are recorded as a component of surplus for STAT and as debt for U.S. GAAP.
   
The statutory provision for federal income taxes represents estimated amounts currently payable based on taxable income or loss reported in the current accounting period as well as changes in estimates related to prior year taxes. Deferred income taxes are provided in accordance with Statement of Statutory Accounting Principles (“SSAP”) No. 101, Income Taxes, a Replacement of SSAP No. 10R and SSAP No. 10, and changes in deferred income taxes are recorded through surplus. SSAP 101 adopts the U.S. GAAP valuation allowance standard and also limits the recognition of deferred tax assets (“DTAs”) based on certain admissibility criteria. The U.S. GAAP provision would include a provision for taxes currently payable as well as deferred taxes, both of which would be recorded in the income statement. Under SSAP 101, in conjunction with SSAP 5R as modified to replace the “probable” standard with a “more likely than not” standard, companies must establish a liability related to uncertain tax positions where management determines that it is more likely than not a claimed tax benefit would not be sustained if audited. SSAP 101 specifically rejects the corresponding U.S. GAAP guidance. For U.S. GAAP, the Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes. Income tax expense or benefit is recognized based upon amounts reported in the financial statements and the provisions of currently enacted tax laws. Deferred tax assets and/or liabilities are determined by multiplying the differences between the financial reporting and tax reporting bases for assets and liabilities by the enacted tax rates expected to be in effect when such differences are recovered or settled. Valuation allowances on deferred tax assets are recorded to the extent that management concludes that it is more likely than not that an asset will not be realized. We assess all significant tax positions to determine if a liability for an uncertain tax position is necessary and, if so, the impact on the current or deferred income tax balances.

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results will differ from those estimates. Significant estimates used in determining insurance and contractholder liabilities, income taxes, contingencies and valuation allowances for invested assets are discussed throughout the Notes to Statutory Financial Statements. To be consistent with the current year presentation, certain prior year reclassifications have been made.

7



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Recent accounting pronouncements

The Company did not adopt any accounting standards during 2019 that had a material impact on these financial statements.

Going concern

Management has evaluated the Company’s ability to continue as a going concern and concluded that there is not substantial doubt about the Company’s ability to continue as a going concern.

Liquidity and regulatory capital requirements

NCNY serves as the holding company for NNY and does not have any significant operations of its own. In addition to existing cash and securities, the holding company’s primary source of liquidity consists of dividends from NNY. Dividends to the Parent from NNY are limited under the insurance company laws of New York.

NNY is required to report RBC under the insurance company laws of New York. RBC is based on a formula calculated by applying factors to various assets, premium and statutory reserve items taking into account the risk characteristics of the insurer, including asset risk, insurance risk, interest rate risk and business risk. The insurance laws give the states explicit regulatory authority to require various actions by, or take various actions against, insurers whose total adjusted capital does not exceed certain RBC levels. NNY has RBC ratios in excess of the minimum levels required by the applicable insurance regulations.

NCNY committed to its insurance regulator to maintain NNY’s Company Action Level RBC at or above 300% and its surplus to policyholder reserves ratio (excluding separate accounts) at or above 3.5% through 2023. As of December 31, 2019, RBC and surplus to reserve ratios were in excess of these levels.

Dividends to the Parent from NNY are limited under the insurance company laws of New York. In addition to the statutory limitations on paying dividends, the Company also considers the level of statutory capital and RBC of the entity and other liquidity requirements.

New York Insurance Law allows a domestic stock life insurer to distribute an ordinary dividend where the aggregate amount of such dividend in any calendar year does not exceed the greater of 10% of its surplus to policyholders as of the immediately preceding calendar year or its net gain from operations for the immediately preceding calendar year, not including realized capital gains, not to exceed 30% of its surplus to policyholders as of the immediately preceding calendar year. The foregoing ordinary dividend can only be paid out of earned surplus, which is defined as an insurer’s positive unassigned funds, excluding 85% of the change in net unrealized gains or losses less capital gains tax for the preceding year. Under this section, an insurer cannot distribute an ordinary dividend in the calendar year immediately following a calendar year for which the insurer’s net gain from operations, not including realized capital gains, was negative. If a company does not have sufficient positive earned surplus to pay an ordinary dividend, an ordinary dividend can still be paid where the aggregate amount is the lesser of 10% of its surplus to policyholders as of the immediately preceding calendar year or its net gain from operations for the immediately preceding calendar year, not including realized capital gains. Based on this calculation, NNY does not have the capacity to pay dividends in 2020 without prior approval. During the year ended December 31, 2019, NNY declared and paid $60.0 million in dividends to its Parent.

NNY may have less flexibility to pay dividends to the parent company if the Company experiences declines in either statutory capital or RBC in the future. As a result of Nassau’s acquisition of the Company, Nassau committed to the NYDFS that it would seek prior approval for any dividends paid by NNY for a period of seven years.

Investments

Investments are recognized in accordance with methods prescribed by the NAIC.

8



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Investments in bonds include public and private placement bonds and mortgage-backed securities. Bonds with an NAIC designation of 1-5 are carried at amortized cost using the interest method while those with an NAIC designation of 6 are carried at the lower of amortized cost or fair value. Mortgage-backed and structured securities are assigned an NAIC designation in accordance with SSAP No. 43R, Loan-Backed and Structured Securities. Amortized cost for mortgage-backed and structured securities is determined using the interest method, utilizing anticipated cash flows based upon prepayment assumptions. When actual prepayments differ significantly from anticipated prepayments, the effective yield is recalculated to reflect actual payments to date and any resulting adjustment is included in net investment income. Amortization is adjusted for significant changes in estimated cash flows from the original purchase assumptions.

Redeemable and non-redeemable preferred stock that has a NAIC designation of 1-3 is stated at amortized cost. Those with a designation of 4-6 are carried at the lower of amortized cost or fair value.

Common stock is carried at fair value.

Mortgage loans on real estate are carried at the outstanding principal balance, less any allowances for credit losses.

Contract loans are generally reported at their unpaid balances and are collateralized by the cash values of the related policies.

Short-term investments and cash equivalents are carried at amortized cost. NNY considers highly liquid investments purchased between ninety days and one year of maturity to be short-term investments and highly liquid investments purchased ninety days or less of maturity to be cash equivalents.

Other invested assets primarily include ownership interests in limited partnerships and limited liability companies. Interests in limited partnerships and limited liability companies are carried at cost adjusted for NNY’s equity in undistributed earnings or losses since acquisition, less allowances for other-than-temporary declines in value, based upon audited financial statements in accordance with SSAP No. 48, Joint Ventures, Partnerships and Limited Liability Companies. Recognition of net investment income occurs when cash distributions of income are received.

Investments in affiliates represent direct and indirect ownership in the common stock of subsidiaries.

Home office real estate is generally valued at depreciated cost. Depreciation of real estate is calculated using the straight-line method over the estimated lives of the assets (generally 40 years).

Realized capital gains and losses on investments are determined using the first-in, first-out method. Those realized capital gains and losses resulting from interest rate changes are deferred and amortized to income over the stated maturity of the disposed investment utilizing the Interest Maintenance Reserve (“IMR”) Grouped Method. Unrealized capital gains and losses, resulting from changes in the difference between cost and the carrying value of investments, are reflected in the Statements of Income and Changes in Capital and Surplus.

The Company’s accounting policy requires that a decline in the value of a bond or equity security below its cost or amortized cost basis be assessed to determine if the decline is other-than-temporary. In addition, for securities expected to be sold, an other-than-temporary impairment (“OTTI”) charge is recognized if the Company does not expect the fair value of a security to recover to its cost or amortized cost basis prior to the expected date of sale.

Securities that are in an unrealized loss position are reviewed at least quarterly to determine if an OTTI is present based on certain quantitative and qualitative factors. The primary factors considered in evaluating whether a decline in value for securities not subject to SSAP 43R is other-than-temporary include: (a) the length of time and the extent to which the fair value has been less than cost or amortized cost, (b) changes in the financial condition, credit rating and near-term prospects of the issuer, and (c) whether the debtor is current on contractually obligated payments.

9



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

For securities that are not subject to SSAP 43R, if the decline in value of a bond or equity security is other-than-temporary, a charge is recorded in net realized capital losses equal to the difference between the fair value and cost or amortized cost basis of the security. Credit related other-than-temporary impairment losses are recorded through the AVR while interest related other-than-temporary impairment losses are recorded through the IMR.

For certain securitized financial assets with contractual cash flows (including asset-backed securities), SSAP 43R requires the Company to periodically update its best estimate of cash flows over the life of the security. If management determines that its best estimate of expected future cash flows discounted at the security’s effective yield prior to the impairment are less than its amortized cost, then an OTTI charge is recognized equal to the difference between the amortized cost and the Company’s best estimate of expected future cash flows discounted at the security’s effective yield prior to the impairment. The Company’s best estimate of expected future cash flows discounted at the security’s effective yield prior to the impairment becomes its new cost basis. Estimating future cash flows is a quantitative and qualitative process that incorporates information received from third party sources along with certain internal assumptions and judgments regarding the future performance of the underlying collateral. As a result, actual results may differ from estimates. In addition, if the Company does not have the intent and ability to hold a security subject to the provisions of SSAP 43R until the recovery of value, the security is written down to fair value.

Derivatives

Interest Rate Swaps

An interest rate swap is an agreement between two parties to exchange cash flows in the future. Typically, one of the cash flow streams is based on a fixed interest rate set at the inception of the contract, and the other is a floating rate indexed to a reference rate that resets periodically. At the outset of the contract, generally, there is neither an exchange of cash nor a payment of principal by the parties; hence the term “notional principal.” At each settlement date, the fixed and floating interest rates times the notional principal determine the cash flows to be exchanged, and the resulting net payment amount between these interest cash flows is made from one party to the other.

The Company uses interest rate swaps to hedge against market risks in assets or liabilities from substantial changes in interest rates. In an interest rate swap, the Company agrees with another party (referred to as the counterparty) to exchange cash flows at specified intervals for a set length of time, based on the specified notional principal amount.

The Company uses interest rate swaps to hedge exposure to changes in interest rates. The Company uses interest rate swaps to manage interest rate exposure to certain floating rate available-for-sale debt securities where the terms or expected cash flows of the hedged item closely match the terms or expected cash flows of the swap.

The Company values qualified hedges at cost and changes in the value of these hedges are reflected directly through net investment income. For interest rate swaps used to hedge the cash flow variability or reinvestment risks associated with asset purchases, the impact is reflected through net investment income as the difference between income between bond coupons and swap payments.

The Company had no net gain or loss recognized in unrealized gains (losses) during the reporting period resulting from derivatives that no longer qualify for hedge accounting.

The Company had derivatives accounted for as cash flow hedges of forecasted transaction.

The Company had no derivative contracts with financing premiums.

10



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)

Net investment income

Net investment income primarily represents interest and dividends received or accrued on bonds, common and preferred stock, short-term investments and real estate. It also includes amortization of any purchase premium or discount using the interest method, adjusted retrospectively for any change in estimated yield-to-maturity. For partnership investments, income is earned when cash distributions of income are received. Investment income due and accrued that is deemed uncollectible is charged against net investment income in the period such determination is made, while investment income greater than 90 days past due is non-admitted and charged directly to surplus. There was $0.9 million and $0.3 million due and accrued investment income non-admitted at December 31, 2019 and 2018, respectively.

Non-admitted assets

In accordance with regulatory requirements, certain assets, including certain receivables, certain investments in limited liability companies, certain deferred tax assets, prepaid expenses and furniture and equipment, are not allowable and must be charged against surplus and are reported in the Statements of Income and Changes in Capital and Surplus. Total non-admitted assets at December 31, 2019 and 2018 were $56.2 million and $44.7 million, respectively. Changes for the years ended December 31, 2019 and 2018 were increases of $11.5 million and decreases of $23.9 million, respectively.

Separate accounts

Separate account assets and liabilities are funds maintained in accounts to meet specific investment objectives of contractholders who bear the investment risk. Investment income and investment gains and losses accrue directly to such contractholders. The assets of each account are legally segregated and are not subject to claims that arise out of any other business of NNY. The assets are carried at fair value and the liabilities are set equal to the assets. Net investment income and realized investment gains and losses for these accounts are excluded from revenues, and the related liability increases are excluded from benefits and expenses. Amounts assessed to the contractholders for management services are included in revenues.

Appreciation or depreciation of NNY’s interest in the separate accounts, including undistributed net investment income, is reflected in net investment income. Contractholders’ interests in net investment income and realized and unrealized capital gains and losses on separate account assets are not reflected in net income.

NNY’s separate account products include variable annuities and variable life insurance contracts. Many of NNY’s variable annuity contracts offer various guaranteed minimum death, accumulation, withdrawal and income benefits. The Company currently reinsures a significant portion of the death benefit guarantees associated with its in-force block of business. Reserves for the guaranteed minimum death, accumulation, withdrawal and income benefits are determined in accordance with Actuarial Guideline 43.

Insurance liabilities

Benefit and loss reserves, included in reserves for future policy benefits, are established in amounts adequate to meet estimated future obligations on policies in force. Benefits to policyholders are charged to operations as incurred.

Reserves for future policy benefits are determined using assumed rates of interest, mortality and morbidity consistent with statutory requirements. Most life insurance reserves for which the 1958 CSO and 1980 CSO mortality tables are used as the mortality basis are determined using a modified preliminary term reserve method. The net level premium method is used in determining life insurance reserves based on earlier mortality tables. For certain products issued on or after January 1, 2000, NNY adopted the 20 year select factors in the NAIC Valuation of Life Insurance Policies Model Regulation for both the basic and the deficiency reserve, and NNY’s X factors for the deficiency reserve. Annuity reserves principally use Actuarial Guideline (AG) 33 and 43 to calculate reserve balances. AG33 uses prescribed methods and assumptions to determine the minimum statutory reserves. AG43 requires that reserves for contracts are based on the greater of the Standard Scenario Amount (SSA) and the Conditional Tail Expectation Amount (CTE). The Company holds reserves greater than those developed under the minimum statutory reserving rules when it is determined that the minimum statutory reserves are inadequate. Actual results could differ from these estimates and may result in the establishment of additional reserves. The Company monitors actual experience and, where circumstances warrant, revises assumptions and the related estimates for policy reserves.

11



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)

As of December 31, 2019, the Company calculated its reserves for variable annuity products under the SSA of AG43, which exceeded the CTE scenario. As of December 31, 2018, the Company calculated its reserves under the CTE scenario.

Claim and loss liabilities, included in reserves for future policy benefits, are established in amounts estimated to cover incurred losses. These liabilities are based on individual case estimates for reported losses and estimates of unreported losses based on past experience.

Fees associated with separate accounts and other miscellaneous income

Fees consist of contract charges assessed against the fund values and are recognized, when earned.

Premium income and related expenses

Generally, premium income and annuity considerations are recognized as income when due. Related underwriting expenses, commissions and other costs of acquiring the policies and contracts are charged to operations as incurred. For certain deposit-type variable contracts in the accumulation stage, NNY reports deposits as revenues and withdrawals as benefits. This method of reporting applies to deposits and withdrawals for both general account activity and transfers to/from the separate accounts.

Stockholder dividends

During 2019 and 2018, the Company paid cash dividends of $60.0 million and $60.0 million, respectively, to its parent, Nassau.

Reinsurance

NNY utilizes reinsurance agreements to provide for greater diversification of business, allow management to control exposure to potential losses arising from large risks and provide additional capacity for growth. Reinsurance arrangements do not relieve the Company as primary obligor for policyholder liabilities.

Assets and liabilities related to reinsurance ceded contracts are reported on a net basis.

Policyholder dividends

Certain life insurance policies contain dividend payment provisions that enable the policyholder to participate in the earnings of NNY. The amount of policyholder dividends to be paid is determined annually by NNY’s Board of Directors. The aggregate amount of policyholder dividends is related to the actual interest, mortality, morbidity and expense experience for the year and NNY’s judgment as to the appropriate level of statutory surplus to be retained (see Note 3 – “Significant Transactions, Closed Block”).

Income taxes

The Company is included in the consolidated federal income tax return of NCNY and its subsidiaries. The method of allocation among affiliates of the Company is subject to written agreement approved by the Board of Directors and based upon separate return calculations with current credit for net losses to the extent the losses provide a benefit in the consolidated tax return.

12



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)

Deferred income taxes result from temporary differences between the tax basis of assets and liabilities and their recorded amounts for financial reporting purposes. Deferred tax assets are admitted in accordance with the admissibility test prescribed by SSAP 101. The change in deferred tax is recorded as a component of surplus.

Employee benefit plans

NCNY sponsors a non-contributory, defined benefit pension plan. Retirement benefits are a function of both years of service and level of compensation. NCNY also sponsors a non-qualified supplemental defined benefit plan to provide benefits in excess of amounts allowed pursuant to the Internal Revenue Code. NCNY’s funding policy is to contribute annually an amount equal to at least the minimum required contribution in accordance with minimum funding standards established by the Employee Retirement Income Security Act of 1974 (“ERISA”). NCNY also provides certain health care and life insurance benefits for active employees.

In addition to its defined benefit plans, NCNY historically provided certain health care and life insurance benefits to eligible retired employees, spouses and other eligible dependents. In September 2018, participants in the plan were notified that benefits under the plan will be terminated effective January 1, 2019.

The Company participates in a qualified, noncontributory defined benefit pension plan and a non-qualified supplemental defined benefit plan sponsored by its parent, NCNY. For purposes of statutory accounting, the Company has no legal obligation for benefits under these plans. The Company’s share of net expenses for these plans was $5.7 million and $8.4 million for 2019 and 2018, respectively.

Nassau Re employees are covered by a qualified defined contribution plan sponsored by the Company’s parent, NCNY. Effective January 1, 2018, NCNY’s match percentage was changed to dollar for dollar to a maximum of 5% of eligible 401(k) earnings. Previously, contributions made by employees were matched, up to 150% on the first 6% of base compensation. The Company’s contribution for the plan was $1.1 million and $0.8 million for 2019 and 2018, respectively.

The Company historically provided certain other postretirement benefits to retired employees through a plan sponsored by its parent, NCNY. For purposes of statutory accounting, the Company has no legal obligation for benefits under this plan. The Company had net benefits of $0.2 million and $18.6 million for 2019 and 2018, respectively. 2018 included the impact from a curtailment of benefits.

Applicable information regarding the actuarial present value of vested and non-vested accumulated plan benefits and the net assets of the plans available for benefits is omitted, as the information is not separately calculated for NNY’s participation in the plans. NCNY, the plan sponsor, establishes an accrued liability and charges any applicable employee benefit expenses to NNY through a cost allocation process. Effective March 31, 2010, all benefit accruals under the funded and unfunded defined benefit plans were frozen.

ASO Uninsured portion of partially insured plans

The total net expense, loss from operations and claim payment volume from the Administrative Services Only (“ASO”) uninsured portion of partially insured plans was insignificant for the year ended December 31, 2019.

Surplus

The portion of unassigned surplus represented or (reduced) by cumulative unrealized gains (losses) was $56.9 million and $97.8 million as of December 31, 2019 and 2018, respectively.

Pursuant to SSAP No. 72, Surplus and Quasi-Reorganizations, in accordance with the change in control discussed in Footnote 1, the Company reclassified its negative unassigned surplus balance of $896.9 million to gross paid-in and contributed surplus as of June 30, 2016, which had the effect of setting the Company’s statutory unassigned surplus to zero as of this date. This change in accounting was approved by the NYDFS. This change had no immediate impact on dividend capacity and no impact to risk based capital.

13



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)

Non-cash items

The Statements of Cash Flows exclude non-cash items, such as the following:

Non-cash investment transactions, such as tax-free exchanges;
 
Accretion of amortization or accrual of discount for investments;
 
Depreciation expense;
 
Modified coinsurance (“MODCO”) reinsurance adjustments, including inception ceded/assumed premium amounts; and
 
Accruals of capital contributions approved by the domiciliary commissioner.

The Statements of Cash Flows exclude the following significant non-cash items for the years ended December 31, 2019 and 2018:

$82.7 million and $79.7 million of non-cash investment exchanges as of December 31, 2019 and 2018, respectively.

3. Significant Transactions

Closed block

On the date of demutualization, NNY established the closed block for the benefit of holders of certain individual participating life insurance policies and annuities of NNY for which NNY had a dividend scale payable at the time of demutualization. Assets were allocated to the closed block in an amount that will produce cash flows which, together with anticipated revenues from the policies included in the closed block, are reasonably expected to be sufficient to support obligations and liabilities relating to these policies. This includes, but is not limited to, provisions for the payment of claims and certain expenses and taxes, and to provide for the continuation of policyholder dividend scales in effect at the time of demutualization, if the experience underlying such dividend scales continues, and for appropriate adjustments in such scales if such experience changes. The closed block assets, the cash flows generated by the closed block assets and the anticipated revenues from the policies in the closed block will benefit only the holders of the policies in the closed block. To the extent that, over time, cash flows from the assets allocated to the closed block and claims and other experience related to the closed block are, in the aggregate, more or less favorable than what was assumed when the closed block was established, total dividends paid to closed block policyholders in the future may be greater than or less than the total dividends that would have been paid to these policyholders if the policyholder dividend scales in effect at the time of demutualization had been continued. Any cash flows in excess of amounts assumed will be available for distribution over time to closed block policyholders and will not be available to stockholders. If the closed block has insufficient funds to make guaranteed policy benefit payments, such payments will be made from assets outside of the closed block. The closed block will continue in effect as long as any policy in the closed block remains in force.

The excess of closed block liabilities over closed clock assets at the effective date of the demutualization represents the estimated maximum future earnings from the closed block expected to result from operations attributed to the closed block after income taxes. Earnings of the closed block are recognized in income over the period the policies and contracts in the closed block remain in force. Management believes that over time the actual cumulative earnings of the closed block will approximately equal the expected cumulative earnings due to the effect of dividend changes. If, over the period the closed block remains in existence, the actual cumulative earnings of the closed block are greater than the expected cumulative earnings of the closed block, NNY will pay the excess of the actual cumulative earnings of the closed block over the expected cumulative earnings to closed block policyholders as additional policyholder dividends unless offset by future unfavorable experience of the closed block. If over such period, the actual cumulative earnings of the closed block are less than the expected cumulative earnings of the closed block, NNY will recognize only the actual earnings in income.

14



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)

The principal cash flow items that affect the amount of closed block assets and liabilities are premiums, net investment income, purchases and sales of investments, policyholders’ benefits, policyholder dividends, premium taxes and income taxes. The principal income and expense items excluded from the closed block are management and maintenance expenses, commissions, and investment income and realized investment gains and losses of investment assets outside the closed block that support the closed block business.

Pending acquisition

On October 17, 2019, the Company announced the signing of a definitive agreement with The Independent Order of Foresters (“Foresters”) for NNY to acquire Foresters Financial Holding Company, Inc. and Foresters Life Insurance and Annuity Company from Foresters. The transaction is subject to customary closing conditions, including regulatory approval by the New York State Department of Financial Services.

4. Investments

Information pertaining to NNY’s investments, net investment income and capital gains and losses on investments follows.

Bonds, common stock and preferred stock

The carrying value and fair value of investments in bonds, common and preferred stock as of December 31, 2019 were as follows:

Carrying
Value
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
     Fair
Value
      (in thousands)
U.S. government $     217,344 $     16,763 $     (744 ) $    233,363
All other governments 58,433 8,323 66,756
States, territories and possessions 40,104 5,856 45,960
Political subdivisions of states, territories
      and possessions 61,380 7,985 (68 ) 69,297
Special revenue 461,712 46,866 (277 ) 508,301
Industrial and miscellaneous (unaffiliated) 3,977,928 375,458 (8,188 ) 4,345,198
Parent, subsidiaries and affiliates 15,300 217 (2,063 ) 13,454
Hybrid securities 243,211 15,232 (2,716 ) 255,727
Mortgage-backed and asset-backed securities 1,940,543 57,040 (16,904 ) 1,980,679
Total bonds $ 7,015,955 $ 533,740 $ (30,960 ) $ 7,518,735
 
Preferred stock $ 95,933 $ 9,050 $ $ 104,983
Common stock $ 57,218 $ $ $ 57,218

15



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)

The carrying value and fair value of investments in bonds, common and preferred stock as of December 31, 2018 were as follows:

Gross Gross
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
(in thousands)
U.S. government       $     208,346       $     8,074       $     (1,131 )       $     215,289
All other governments 77,571 2,693 (742 ) 79,522
States, territories and possessions 40,594 2,328 (651 ) 42,271
Political subdivisions of states, territories
       and possessions 67,174 3,254 (481 ) 69,947
Special revenue 495,300 24,727 (4,214 ) 515,813
Industrial and miscellaneous (unaffiliated) 4,219,702 107,656 (138,222 ) 4,189,136
Parent, subsidiaries and affiliates 14,575 206 (2,159 ) 12,622
Hybrid securities 230,896 1,716 (21,254 ) 211,358
Mortgage-backed and asset-backed securities 1,858,782 21,106 (41,138 ) 1,838,750
Total bonds $ 7,212,940 $ 171,760 $ (209,992 ) $ 7,174,708
 
Preferred stock $ 125,947 $ 3,283 $ (1,349 ) $ 127,881
Common stock $ 58,649 $ $ $ 58,649

The gross unrealized capital gains (losses) on bonds and preferred stock were not reflected in surplus for the years ended December 31, 2019 and 2018.

The aging of temporarily impaired general account debt securities as of December 31, 2019 was as follows:

Less than 12 months Greater than 12 months Total
Fair Unrealized Fair Unrealized Fair Unrealized
    Value     Losses    Value    Losses    Value    Losses
(in thousands)
Debt Securities
U.S. government $     4,365 $     (742 ) $     1,186 $     (2 ) $     5,551 $     (744 )
Political subdivisions 405 (10 ) 2,660 (58 ) 3,065 (68 )
Special revenue 2,189 (30 ) 7,003 (247 ) 9,192 (277 )
Industrial and miscellaneous (unaffiliated) 39,498 (2,854 ) 89,579 (5,334 ) 129,077 (8,188 )
Parent, subsidiaries and affiliates 9,298 (1,476 ) 2,805 (587 ) 12,103 (2,063 )
Hybrid securities 3,319 (7 ) 32,168 (2,709 ) 35,487 (2,716 )
Mortgage-backed and asset-backed securities 180,628 (2,065 ) 351,703 (14,839 ) 532,331 (16,904 )
Total bonds $ 239,702 $ (7,184 ) $ 487,104 $ (23,776 ) $ 726,806 $ (30,960 )
Number of positions at unrealized loss 115 165 280
 
Preferred stock $ $ $ $ $ $

16



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

The Company reported $21.5 million and $19.6 million of gross unrealized gains and $1.0 million and $2.0 million of gross unrealized losses related to common stock for the periods ended December 31, 2019 and 2018, respectively, which reflected the difference between cost and fair value for common stock. For the period ended December 31, 2019, the fair value of common stock securities in a continuous unrealized loss position for less than 12 months was $0.7 million with unrealized losses of $0.7 million and the fair value of common stock securities in a continuous unrealized loss position for greater than 12 months was $3.9 million with unrealized losses of $0.3 million.

At December 31, 2019, there are 11 below investment grade debt securities that have been in an unrealized loss position for greater than 12 months. Below investment grade unrealized losses greater than 12 months are $2.8 million. Available-for-sale securities in an unrealized loss position for over 12 months consisted of 165 securities. Unrealized losses were not recognized in earnings on these debt securities since the Company neither intends to sell the securities nor do we believe that it is more likely than not that it will be required to sell these securities before recovery of their amortized cost basis. Additionally, based on a security-by-security analysis, we expect to recover the entire amortized cost basis of these securities. In our evaluation of each security, management considered the actual recovery periods for these securities in previous periods of broad market declines. For securities with significant declines, individual security level analysis was performed, which considered any credit enhancements, expectations of defaults on underlying collateral and other available market data, including industry analyst reports and forecasts. Although there may be sustained losses for greater than 12 months on these securities, additional information was obtained related to company performance which did not indicate that the additional losses were other-than-temporary.

The aging of temporarily impaired general account debt securities as of December 31, 2018 was as follows:

Less than 12 months Greater than 12 months Total
        Fair
Value
      Unrealized
Losses
    Fair
Value
    Unrealized
Losses
    Fair
Value
    Unrealized
Losses
(in thousands)
Debt Securities
U.S. government $      64,366 $      (870 ) $      6,548 $      (261 ) $      70,914 $      (1,131 )
All other governments 31,770 (729 ) 1,987 (13 ) 33,757 (742 )
States, territories and possessions 15,852 (650 ) 99 (1 ) 15,951 (651 )
Political subdivisions 7,842 (278 ) 6,174 (203 ) 14,016 (481 )
Special revenue 116,932 (2,588 ) 27,110 (1,626 ) 144,042 (4,214 )
Industrial and miscellaneous (unaffiliated) 2,049,886 (106,405 ) 306,222 (31,817 ) 2,356,108 (138,222 )
Parents, subsidiaries and affiliates 11,306 (2,159 ) 11,306 (2,159 )
Hybrid securities 118,938 (12,725 ) 66,708 (8,529 ) 185,646 (21,254 )
Mortgage-backed and asset-backed securities 715,785 (22,243 ) 489,872 (18,895 ) 1,205,657 (41,138 )
Total bonds $ 3,132,677 $ (148,647 ) $ 904,720 $ (61,345 ) $ 4,037,397 $ (209,992 )
Number of positions at unrealized loss 943 306 1,249
 
Preferred stock $ 50,298 $ (1,349 ) $ $ $ 50,298 $ (1,349 )

For the period ended December 31, 2018, the fair value of common stock securities in a continuous unrealized loss position for less than 12 months was $6.4 million with unrealized losses of $0.5 million. The Company had $2.5 million common stock securities in a continuous unrealized loss position for greater than 12 months with unrealized losses of $1.5 million.

For the period ended December 31, 2018, there are 30 below investment grade debt securities that have been in an unrealized loss position for greater than 12 months, and below investment grade unrealized losses greater than 12 months are $10.7 million.

17



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

As of December 31, 2018, available-for-sale securities in an unrealized loss position for over 12 months consisted of 306 securities. Unrealized losses were not recognized in earnings on these debt securities since the Company neither intends to sell the securities nor do we believe that it is more likely than not that it will be required to sell these securities before recovery of their amortized cost basis. Additionally, based on a security-by-security analysis, we expect to recover the entire amortized cost basis of these securities. In our evaluation of each security, management considered the actual recovery periods for these securities in previous periods of broad market declines. For securities with significant declines, individual security level analysis was performed, which considered any credit enhancements, expectations of defaults on underlying collateral and other available market data, including industry analyst reports and forecasts. Although there may be sustained losses for greater than 12 months on these securities, additional information was obtained related to company performance which did not indicate that the additional losses were other-than-temporary.

The carrying value and fair value of bonds as of December 31, 2019 by maturity are shown below.

     Carrying
Value
    Fair
Value
(in thousands)
Due in one year or less. $      277,098 $      286,604
Due after one year through five years 1,526,921 1,593,413
Due after five years through ten years 2,418,369 2,537,054
Due after ten years 2,793,567 3,101,664
Total $ 7,015,955 $ 7,518,735

Corporate bonds are shown based on contractual maturity or contractual sinking fund payments. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties, or NNY may have the right to put or sell the obligations back to the issuers. Mortgage and asset-backed securities (“ABS”) are not due at a single maturity date and therefore are shown based on the expected cash flows of the underlying loans, which includes estimates of anticipated future prepayments.

The carrying values of securities impaired during the year were $14.8 million and $7.4 million as of December 31, 2019 and 2018, respectively. OTTIs were $19.1 million and $11.4 million in 2019 and 2018, respectively.

Internal and external prepayment models, which are widely accepted by the industry, are used in calculating the effective yield used in determining the carrying value of mortgage-backed and asset-backed securities. The retrospective method is applied in determining the prepayment adjustment.

Loan-backed securities

The Company has elected to use the book value as of January 1, 1994 as the cost for applying the retrospective adjustment method to securities purchased prior to that date, where historical cash flows are not readily available.

Prepayment assumptions for loan-backed structured securities were obtained from industry prepayment models or internal estimates. These assumptions are consistent with current interest rates and the economic environment. The retrospective adjustment method is used to value these securities.

As of December 31, 2019, the Company had no OTTI recognized because the present value of cash flows expected to be collected is greater than the amortized cost basis of the securities.

18



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Real estate and mortgage loans

Real estate, which represents the home office used in Nassau’s operations, carried net of accumulated depreciation and encumbrances, as of December 31 is summarized below:

      2019     2018
(in thousands)
Real estate $      30,859 $      30,232
Total real estate $ 30,859 $ 30,232

The Company invests in mortgage loans that are collateralized by commercial properties, including multi-family residential buildings, which are managed as a single class of commercial mortgage loans. Mortgage loans are stated at original cost, net of principal payments and amortization. The Company segregates its portfolio by property type and geographic location. As of December 31, 2019 and 2018, the Company had $400.5 million and $268.7 million, respectively, in mortgage loans. The allowance for loans at December 31, 2019 was $0.8 million. There was 0.5 million allowance for loan losses at December 31, 2018.

The following tables reflect the distribution of mortgage loans by property type as of December 31:

      2019     2018
(in millions)
Industrial $      21.2 $     13.5
Multifamily 63.8 53.9
Office 72.0 58.4
Retail 132.6 58.4
Self-storage 19.0 11.0
Warehouse 53.0 53.2
Other 39.7 20.8
Total mortgage loans 401.3 269.2
Less: Valuation allowance 0.8 0.5
Net mortgage loans $ 400.5 $ 268.7

The following tables reflect the distribution of mortgage loans by geographic region as of December 31:

      2019     2018
(in millions)
East North Central $      39.8 $      37.1
Middle Atlantic 21.1 10.2
Mountain 54.4 37.1
New England 3.1 3.2
Pacific 113.9 83.2
South Atlantic 89.2 51.4
West North Central 6.2 6.2
West South Central 73.6 40.8
Total mortgage loans 401.3 269.2
Less: Valuation allowance 0.8 0.5
Net mortgage loans $ 400.5 $ 268.7

19



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

To monitor credit quality, the Company primarily uses RBC code, which is the risk category used in the RBC calculation that is based on debt service coverage ratio and loan-to-value. The codes range from CM1 to CM7, with CM1 being the most stable. The Company holds $366.7 million CM1 loans and $34.6 million CM2 loans as of December 31, 2019. The Company held $243.3 million CM1 loans and $25.9 million CM2 loans as of December 31, 2018. The maximum percentage of any one loan to the value of the collateral security at the time of the loan, exclusive of insured, guaranteed or purchase money mortgages, acquired during 2019 was 87%. As of December 31, 2019, all loans were current.

During 2019, the minimum and maximum lending rates for mortgage loans were 3.7% and 6.8% respectively. There were no taxes, assessments, or amounts advanced not included in the mortgage loan total. There were no impairments on mortgage loans or any loans derecognized as a result of foreclosure and there was no allowance for loan losses for the year ended December 31, 2019.

Other invested assets

Other invested assets as of December 31 are summarized below:

      2019     2018
(in thousands)
Private equity $      53,982 $     265,511
Mezzanine partnerships 9,852 148,320
Infrastructure funds 10,946 27,611
Hedge funds 6,811 6,980
Collateralized fund obligation 97,400
Mortgage and real estate 871 898
Direct equity 129,534 141,727
Credit funds 22,105 8,432
Other alternative assets 13,062 15,436
Total other invested assets $ 344,563 $ 614,915

The Company has unfunded commitments related to its investments in limited partnerships in the amount of $80.2 million and $152.3 million as of December 31, 2019 and 2018, respectively. The Company has no investments in joint ventures, partnerships or limited liability companies that exceed 10% of its admitted assets.

Derivative instruments

Derivative instruments as of December 31 are summarized below:

      2019     2018
(in thousands)
Swaps:
Notional amount $      75,000 $      75,000
Fair value $ 6,843 $ 1,951
Carrying value $ $

20



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

NNY is exposed to credit risk in the event of nonperformance by counterparties to these financial instruments. NNY does not expect its counterparties to fail to meet their financial obligations because the Company contracts with highly rated counterparties. The credit exposure of these instruments is the positive market value at the reporting date. Management of NNY considers the likelihood of any material loss due to credit risk on these guarantees, interest rate swaps or floors to be remote.

Restricted assets

Restricted assets (including pledged) relate mainly to statutory requirements of various jurisdictions, FHLB Stock and derivative collateral. Restricted assets were $6.1 million and $8.0 million as of December 31, 2019 and 2018, respectively. These are included as assets on the Statements of Admitted Assets, Liabilities, and Capital and Surplus.

The Company is a member of the Federal Home Loan Bank (“FHLB”) of Boston. Membership with the FHLB is part of the Company’s strategy to access funds to support various spread-based businesses and enhance liquidity management. The Company has determined the estimated maximum borrowing capacity as $593.9 million. The Company calculated this amount in accordance with New York Consolidated Laws, Insurance Law - ISC § 1411. Authorization of, and Restrictions on, 1nvestments, whereby the loan shall not exceed, when the loan is made, 5% of its admitted assets as shown by its last sworn statement to the superintendent. During 2019, the Company had maximum collateral pledged with fair value of $73.7 million and carrying value of $70.2 million. The amount borrowed at the time of maximum collateral was $39 million. As of December 31, 2019, the Company had no outstanding borrowings with the FHLB and no amounts pledged. The Company owned $2.3 million and $3.4 million of FHLB capital stock as of December 31, 2019 and 2018, respectively, which was not eligible for redemption.

5GI Securities

NAIC 5GI is assigned by an insurance company to certain obligations that meet all of the following criteria: (1) documentation necessary to permit a full credit analysis of a security by the NAIC Securities Valuation Office (“SVO”) does not exist or an NAIC Credit Rating Provider (“CRP”) credit rating for a Filing Exemption (“FE”) or Private Letter (“PL”) security is not available; and (2) the issuer or obligor is current on all contracted interest and principal payments; and (3) the insurer has an actual expectation of ultimate payment of all contracted interest and principal.

5GI securities as of December 31 are summarized below:

Number of 5GI Securities Aggregate BACV Aggregate Fair Value
Investment     Current
Year
    Prior
Year
    Current
Year
    Prior
Year
    Current
Year
    Prior
Year
(in thousands)
(1) Bonds - Amortized Cost 11 30 $      8,661 $      13,676 $      8,818 $      13,205
(2) Loan-backed and structured
securities - Amortized Cost
(3) Preferred Stock - Amortized Cost 1 40
(4) Preferred Stock - Fair Value 1 12 12
(5) Total (1+2+3+4) 13 30 $ 8,673 $ 13,676 $ 8,870 $ 13,205

21



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Concentrations of credit risk of financial instruments

Credit exposure related to issuers and derivatives counterparties is inherent in investments and derivative contracts with positive fair value or asset balances. We manage credit risk through the analysis of the underlying obligors, issuers and transaction structures. We review our debt security portfolio regularly to monitor the performance of obligors and assess the stability of their credit ratings. We also manage credit risk through industry and issuer diversification and asset allocation. We classify debt securities into investment grade and below-investment-grade securities based on ratings prescribed by the NAIC. In a majority of cases, these classifications will coincide with ratings assigned by one or more Nationally Recognized Statistical Rating Organizations (“NRSROs”); however, for certain structured securities, the NAIC designations may differ from NRSRO designations based on the amortized cost of the securities in our portfolio. Maximum exposure to an issuer or derivative counterparty is defined by quality ratings, with higher quality issuers having larger exposure limits. As of December 31, 2019, we were not exposed to the credit concentration risk of any issuer other than U.S. government and government agencies backed by the faith and credit of the U.S. government, defined as exposure greater than 10% of total admitted assets. The top five largest exposures were HP Communities LLC., Wells Fargo & Company, Anheuser Busch Company, Prudential Financial Inc. and Burlington Northern & Sante Fe. We monitor credit exposures by actively monitoring dollar limits on transactions with specific counterparties. We have an overall limit on below-investment-grade rated issuer exposure. Additionally, the creditworthiness of counterparties is reviewed periodically. We use ISDA Master Agreements with derivative counterparties which may include Credit Support Annexes with collateral provisions to reduce counterparty credit exposures. To further mitigate the risk of loss on derivatives, we only enter into contracts in which the counterparty is a financial institution with a rating of A or higher from at least one NRSRO.

Net investment income

The principal components of net investment income for the years ended December 31 were as follows:

      2019      2018
(in thousands)
Bonds $      328,888 $      348,400
Contract loans 182,662 175,413
Cash and short-term investments 4,492 588
Real estate, net of expenses 4,996 1,312
Preferred stock 6,260 7,496
Common stock 2,881 18
Mortgage loans 13,886 8,714
Other invested assets 26,030 59,449
Derivative instruments 443 423
Miscellaneous income 1,473 1,968
Amortization of interest maintenance reserve ("IMR") 13,013 14,478
Less:
Interest expense 9,086 9,086
Other investment expenses 21,049 21,026
Net investment income 554,889 588,147

For the year ended December 31, 2019, the Company had 13 securities called or redeemed by the issuer, resulting in income from prepayment penalties and acceleration fees of $1.6 million.

22



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Capital gains and losses

The principal components of realized gains (losses) and changes in unrealized capital gains (losses) on investments for the years ended December 31 were as follows:

Realized Change in Unrealized
      2019       2018       2019       2018
(in thousands)
Bonds $      (7,752 ) $      2,054 $      1,373 $      (1,252 )
Preferred stock (2,202 ) 364 2,332 (2,474 )
Common stock 2,207 (235 ) 2,936 8,413
Mortgage loans (258 ) (540 )
Other invested assets 341 (63 ) 12,275 26,851
Derivative instruments (255 )
Foreign exchange (23 ) (370 ) 8 (54 )
Miscellaneous 223 (640 )
(7,719 ) 570 18,924 31,484
Income tax benefit (expense) 1,139 (1,562 ) (3,974 ) (6,612 )
Net capital gains (losses) $ (6,580 ) $ (992 ) $ 14,950 $ 24,872

Realized losses for 2019 include impairments of $19.1 million, including impairments on bonds of $14.2 million, common stock of $1.8 million and preferred stock of $3.1 million. Realized losses for 2018 include impairments of $11.4 million, including impairments on bonds of $5.8 million, common stock of $5.6 million, preferred stock of $0 and other invested assets of $0.

The proceeds and related gross realized gains and losses from sales of stocks and bonds, for the years ended December 31 were as follows:

2019 2018
(in thousands)
Proceeds from sales       $      1,201,293       $      1,454,353
Gross gains on sales. 34,252 21,989
Gross losses on sales 29,917 25,652

5. Investments in Affiliates

The Company has an investment subsidiary, Nassau 2019 CFO LLC and uses the “look through” process, per Paragraph 26 of SSAP No. 97, Investments in Subsidiary, Controlled and Affiliated Entities, to admit the underlying assets of that subsidiary. The Company’s other subsidiary, PM Holdings, has no underlying value ascribed to it. There was no subsidiary equity that was non-admitted as of December 31, 2019 and 2018.

23



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

6. Reserves for Future Policy Benefits

The basis of assumptions for NNY’s major categories of reserves for future policy benefits and claims and settlements as of December 31 is summarized below:

2019 2018
(in thousands)
Life insurance:
       American Experience, 2.5% to 4.0%       $      1,258       $      1,532
       1941 CSO, 2.25% to 4.0% 90,967 100,855
       1958 CSO, 2.0% to 6.0% 1,473,056 1,541,961
       1980 CSO, <4.5% to 6.0% 2,815,762 2,964,819
       1980 CSO Select, 4.5% 37,279 38,718
       1980 CSO, 3.5% to 4.5% 4,427,550 4,444,192
       2001 CSO 4.0% to 4.25% 58,247 56,642
       Various 13,501 18,384
       Total life insurance $ 8,917,620 $ 9,167,103
 
Annuities 207,258 218,710
 
Claim and loss liabilities:
       Disability 27,828 31,496
       Accident and health 29,980 35,621
       Total claim and loss liabilities 57,808 67,117
Subtotal 9,182,686 9,452,930
Supplementary contracts with life contingencies 84,624 83,999
All other 5,050 7,382
Total before reinsurance ceded 9,272,360 9,544,311
Less: Reinsurance ceded 336,012 352,591
Reserves for future policy benefits $ 8,936,348 $ 9,191,720

NNY waives deduction of deferred fractional premiums upon death of the insured and returns any portion of the final premium beyond date of death. Surrender values promised in excess of legally computed reserves have been included in miscellaneous reserves.

For a policy on which the substandard extra premium is based upon a multiple of standard mortality, the substandard extra reserve is based upon the excess of such multiple over standard mortality. For a policy carrying a flat extra premium, the extra reserve is one half of the flat extra premium.

The amount of individual insurance in force as of December 31, 2019 and 2018 for which the net premium exceeded the gross premium was $0.6 billion and $0.8 billion, respectively. As of December 31, 2019 and 2018, the Company carried an associated premium deficiency reserve of $3.5 million and $4.3 million, respectively, included in reserves for future policy benefits. Anticipated investment income was utilized in the calculation.

Tabular cost has been determined from the basic data for the calculation of policy reserves. Tabular less actual reserves released has been determined from the basic data for the calculation of reserves and reserves released. Tabular interest has been determined from the basic data for the calculation of policy reserves.

24



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Withdrawal characteristics

Withdrawal characteristics of annuity actuarial reserves and deposit liabilities as of December 31 are as follows:

2019
Separate Separate
Account Account
General with Non-
    Account     Guarantees     guaranteed     Total     % of total
(in thousands)
Individual Annuities
Subject to discretionary withdrawal:
       - with market value adjustment $    14,928 $    6,930 $    $    21,858 4 %
       - at book value less surrender charge of 5% or more %
       - at market value 313,234 313,234            56 %
Subtotal 14,928 6,930 313,234 335,092 60 %
 
Subject to discretionary withdrawal - without adjustment:
       - at book value (minimal or no charge or adjustment) 132,949 132,949 23 %
Not subject to discretionary withdrawal 91,668 3,166 94,834 17 %
Total individual annuity actuarial reserves 239,545 6,930 316,400 562,875 100 %
Less: Reinsurance ceded 8,814 8,814
Total individual annuity actuarial reserves,
       net of reinsurance
$ 230,731 $ 6,930 $ 316,400 $ 554,061
 
2019
Separate Separate
Account Account
General with Non-
Account Guarantees guaranteed Total % of total
(in thousands)
Group Annuities
Subject to discretionary withdrawal:
       - with market value adjustment $ $ $ $ %
       - at book value less surrender charge of 5% or more %
       - at market value 1,454 1,454 3 %
Subtotal 1,454 1,454 3 %
 
Subject to discretionary withdrawal - without adjustment:
       - at book value (minimal or no charge or adjustment) 23,822 23,822 44 %
Not subject to discretionary withdrawal 28,513 28,513 53 %
Total group annuity actuarial reserves 52,335 1,454 53,789 100 %
Less: Reinsurance ceded
Total group annuity actuarial reserves,
       net of reinsurance
$ 52,335 $ $ 1,454 $ 53,789

25



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

2019
Separate Separate
Account Account
General with Non-
   Account    Guarantees    guaranteed    Total    % of total
(in thousands)
Deposit-Type Contracts (no life contingencies)
Subject to discretionary withdrawal:
       - with market value adjustment $      $      $      $                 — %
       - at book value less surrender charge of 5% or more %
       - at market value 1,149 1,149 %
Subtotal 1,149 1,149 %
 
Subject to discretionary withdrawal - without adjustment:
       - at book value (minimal or no charge or adjustment) 433,302 433,302 98 %
Not subject to discretionary withdrawal 8,478 8,478 2 %
Total deposit fund liabilities 441,780 1,149 442,929 100 %
Less: Reinsurance ceded
Total deposit fund liabilities,
       net of reinsurance
$ 441,780 $ $ 1,149 $ 442,929
 
2018
(in thousands) % of total
Annuities and deposit fund liabilities
Subject to discretionary withdrawal - with adjustment:
       - with market value adjustment $ 23,828 2 %
       - at book value less surrender charge of 5% or more 14 %
       - at market value 295,527 28 %
Subtotal 319,369 30 %
 
Subject to discretionary withdrawal - without adjustment:
       - at book value (minimal or no charge or adjustment) 615,585 57 %
Not subject to discretionary withdrawal 137,334 13 %
Total annuity actuarial reserves and deposit fund liabilities 1,072,288 100 %
Less: Reinsurance ceded 9,547
Total annuity actuarial reserves and deposit fund liabilities,
       net of reinsurance
$ 1,062,741

26



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Withdrawal characteristics of life actuarial reserves as of December 31, 2019 are as follows:

General Account Separate Account - Non-guaranteed
General
Account Account Account Cash
  Value    Cash Value    Reserve    Value    Value    Reserve
(in thousands)
Subject to discretionary withdrawal,
      surrender values or policy loans:
      - Term policies with cash value $   1,058 $   1,058 $   7,814 $    $    $   
      - Universal life 664,324 653,032 756,376
      - Universal life with secondary guarantees 21,967 19,979 69,448
      - Indexed universal life 17 15 15
      - Indexed universal life with secondary
         guarantees
      - Indexed life
      - Other permanent cash value life insurance 7,562,874 7,562,874 7,933,315
      - Variable life
      - Variable universal life 87,943 84,935 88,411 733,948 708,844 734,130
      - Miscellaneous reserves
 
Not subject to discretionary withdrawal,
      with no cash value:
      - Term policies without cash value XXX XXX 62,240 XXX XXX
      - Accidental death benefits XXX XXX 523 XXX XXX
      - Disability-active lives XXX XXX 4,993 XXX XXX
      - Disability-disabled lives XXX XXX 22,835 XXX XXX
      - Miscellaneous reserves XXX XXX 4,527 XXX XXX
  
Total (gross: direct + assumed) 8,338,183 8,321,893 8,950,497 733,948 708,844 734,130
Less: Reinsurance ceded 297,263
Total, net $ 8,338,183 $ 8,321,893 $ 8,653,234 $ 733,948 $ 708,844 $ 734,130

Reinsurance with unauthorized companies

NNY has ceded insurance liabilities to insurers not licensed in the State of New York. To the extent such liabilities are not collateralized, New York insurance regulators require the establishment of a liability through a charge to surplus equal to the ceded liabilities placed with such companies. These liabilities were $5.7 million and $0.6 million as of December 31, 2019 and 2018, respectively, and are included in accrued expenses and general liabilities.

27



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Reinsurance agreements with affiliates

An affiliate, PHL Variable Insurance Company (“PHL”) has a treaty in force with the Company, whereby NNY has assumed, on a 90% coinsurance basis, all Phoenix Accumulator Universal Life III and IV sold by PHL from January 1 to December 31, 2008. The reserves ceded to NNY for these policies were $74.6 million and $76.5 million at December 31, 2019 and 2018, respectively.

Effective June 30, 2015, the Company entered into a MODCO reinsurance agreement with PHL. This agreement provides that the Company will retrocede, and PHL will reinsure, 80% of the inforce group executive ordinary (“GEO”) corporate-owned whole life insurance policies assumed by the Company from a third-party. Under MODCO, the assets, which are equal to the statutory reserves held for the reinsured policies, and liabilities associated with the assumed business are retained by the Company. The MODCO reserves under this treaty were $1.1 billion as of December 31, 2019.

Direct business written and reinsurance assumed and ceded

As is customary practice in the insurance industry, NNY assumes and cedes reinsurance as a means of diversifying underwriting risk.

NNY’s reinsurance program varies based on the type of risk, for example:

For business sold prior to December 31, 2010, the Company’s retention limit on any one life is $10 million for single life and joint first-to-die policies and $12 million for joint last-to-die policies. Beginning January 1, 2011, the Company’s retention limit on new business is $5 million for single life and joint first-to-die policies and $6 million for second-to-die policies.
   
NNY cedes up to 80% on policies in its term life insurance.

28



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Additional information on direct business written and reinsurance assumed and ceded for the years ended December 31 is set forth below:

2019 2018
      (in thousands)
Direct premiums and annuity considerations $      359,486       $      367,246
Reinsurance assumed - non-affiliate 8,774 8,848
Reinsurance assumed - affiliate 21,353 23,037
Reinsurance ceded - non-affiliate (133,551 ) (140,863 )
Reinsurance ceded - affiliate (6,205 ) (6,292 )
Net premiums and annuity considerations $ 249,857 $ 251,976
 
Direct commission s and expense allowance $ 3,192 $ 3,840
Reinsurance assumed - non-affiliate 244 324
Reinsurance assumed - affiliate 1,585 1,634
Reinsurance ceded - non-affiliate (5,337 ) (5,791 )
Reinsurance ceded - affiliate (7,903 ) (7,400 )
Net commissions and expense allowance $ (8,219 ) $ (7,393 )
 
Direct policy and contract claims incurred $ 661,521 $ 655,434
Reinsurance assumed - non-affiliate 36,408 81,154
Reinsurance assumed - affiliate 28,960 14,551
Reinsurance ceded - non affiliate (219,084 ) (232,163 )
Reinsurance ceded - affiliate (26,286 ) (59,329 )
Net policy and contract claims incurred $ 481,519 $ 459,647
 
Direct policy and contract claims payable $ 124,606 $ 122,898
Reinsurance assumed - non-affiliate 20,522 47,152
Reinsurance assumed - affiliate 607 163
Reinsurance ceded - non-affiliate (14,590 ) (33,387 )
Net policy and contract claims payable $ 131,145 $ 136,826
 
Direct life insurance in force $ 26,530,737 $ 28,458,804
Reinsurance assumed 2,955,890 2,927,687
Reinsurance ceded (10,311,574 ) (13,360,421 )
Net insurance in force $ 19,175,053 $ 18,026,070

In the event all reinsurance agreements were to be terminated, the Company estimates the aggregate reduction in surplus would be $16.3 million and $17.0 million for the years ended December 31, 2019 and 2018, respectively.

Change in incurred losses and loss adjustment expenses

Reserves on Group Accident and Health policies were $19.1 million as of December 31, 2018. As of December 31, 2019, $2.0 million has been paid for incurred losses attributable to insured events of prior years. Reserves remaining for prior years are now $18.0 million as a result of unpaid claims principally on the Group Accident and Health line of business. Therefore, there has been $0.9 million of unfavorable prior year development since December 31, 2018. Increases or (decreases) are generally the result of ongoing analysis of recent loss development trends. Original estimates are increased or decreased as additional information becomes known regarding individual claims.

29



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

7. Leases and Rentals

Rental expense for operating leases, principally with respect to office equipment and office space, amounted to $1.0 million and $1.3 million in 2019 and 2018, respectively. Future minimum rental payments under non-cancelable operating leases were approximately $2.6 million as of December 31, 2019, payable as follows: 2020 - $0.5 million; 2021 - $0.5 million; 2022 - $0.6 million; 2023 - $0.6 million and 2024 - $0.4 million.

8. Electronic Data Processing Equipment

Electronic data processing (“EDP”) equipment and software, gross, as of December 31, 2019 and 2018 was $34.5 million and $76.9 million, respectively. EDP accumulated depreciation as of December 31, 2019 and 2018 was $30.2 million and $69.6 million, respectively. Depreciation for the year ended December 31, 2019 and 2018 was $3.0 million and $3.7 million, respectively. EDP equipment and software are depreciated over 3 to 7 years, using the straight-line and method. Non-admitted EDP equipment totaled $4.3 million and $7.3 million as of December 31, 2019 and 2018, respectively.

9. Furniture and Fixtures

Furniture and equipment cost as of December 31, 2019 and 2018 was $5.0 million and $6.5 million, respectively. Accumulated depreciation as of December 31, 2019 and 2018 was $4.6 million and $5.9 million, respectively. Depreciation for the years ended December 31, 2019 and 2018 was $0.2 million and $0.2 million, respectively. Non-admitted furniture and equipment totaled $0.4 million and $0.6 million as of December 31, 2019 and 2018, respectively.

Depreciation or amortization periods are generally 7 to 39 years for furniture and equipment, leasehold improvements, and building improvements. Depreciation or amortization is generally calculated using the straight-line method.

10. Premium and Annuity Considerations Deferred and Uncollected

Deferred and uncollected life insurance premiums and annuity considerations as of December 31, 2019 were as follows:

Type of Business       Gross       Net of Loading
(in thousands)
Ordinary renewal $      63,706 $        63,401
Total $ 63,706 $ 63,401

Deferred and uncollected life insurance premiums and annuity considerations as of December 31, 2018 were as follows:

Type of Business       Gross       Net of Loading
(in thousands)
Ordinary renewal $      68,799 $        68,807
Total $ 68,799 $ 68,807

30



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

11. Separate Accounts

The Company utilizes separate accounts to record and account for assets and liabilities for particular lines of business and/ or transactions. For the current reporting year, the Company reported assets and liabilities from the following product lines/ transactions into a separate account: variable annuity, variable payout annuity, variable universal life and supplemental contracts. All separate account products are authorized under New York Insurance Law, §4240.

In accordance with the products/transactions recorded within the separate account, the legal insulation of the separate account assets prevents such assets from being generally available to satisfy claims resulting from the general account. As of December 31, 2019 and 2018, the Company’s separate account statement included legally insulated assets of $1,060.4 million and $942.3 million, respectively.

In accordance with the products/transactions recorded within the separate account, some separate account liabilities are guaranteed by the general account. In accordance with the guarantees provided, if the investment proceeds are insufficient to cover the rate of return guaranteed for the product, the policyholder proceeds will be remitted by the general account.

As of December 31, 2019, the general account of the Company had a maximum guarantee for separate account liabilities of $1.1 million. To compensate the general account for the risk taken, the separate account paid risk charges of $0.2 million and $0.6 million for the years ended December 31, 2019 and 2018, respectively. The general account paid $0.2 million and $0.6 million relating to separate account guarantees for the years ended December 31, 2019 and 2018, respectively.

The Company does not engage in securities lending transactions within the separate accounts.

Reserves for separate account liabilities were $1,060.0 million and $941.5 million as of December 31, 2019 and 2018, respectively. Separate account premiums and other considerations received were $28.7 million and $35.8 million for the years ended December 31, 2019 and 2018, respectively, and were reported as revenue in the Statements of Income and Changes in Capital and Surplus. Withdrawals at market value were $81.7 million and $68.4 million for the years ended December 31, 2019 and 2018, respectively, and were reported as benefits in the Statements of Income and Changes in Capital and Surplus.

The net transfers to and from the separate accounts, included in the change in reserves for future policy benefits and policyholders’ funds in the Statements of Income and Changes in Capital and Surplus were as follows:

2019       2018
      (in thousands)
Transfers to separate accounts $      28,702 $      35,799
Transfers from separate accounts (104,374 ) (95,775 )
Other (133 )
Net transfers from separate account (75,805 ) (59,976 )
 
Transfers as reported in the Statements of Income and Changes in Capital and Surplus $ (75,805 ) $ (59,976 )

31



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

12. Federal Income Taxes

The components of the net deferred tax asset/(liability) at period end and the change in those components are as follows:

December 31, 2019 December 31, 2018 Change
   Ordinary    Capital    Total    Ordinary    Capital    Total    Ordinary    Capital    Total
(in thousands)
Gross deferred tax assets $   164,868 $   6,235 $   171,103 $   138,182 $   6,800 $   144,982 $   26,686 $   (565 ) $   26,121
Statutory valuation allowance
Adjusted gross deferred tax assets 164,868 6,235 171,103 138,182 6,800 144,982 26,686 (565 ) 26,121
Less: Deferred tax assets non-admitted 42,390 42,390 23,269 6,800 30,069 19,121 (6,800 ) 12,321
Subtotal net admitted deferred tax assets 122,478 6,235 128,713 114,913 114,913 7,565 6,235 13,800
Less: Deferred tax liabilities 72,023 319 72,342 57,576 57,576 14,447 319 14,766
Net deferred tax assets $ 50,455 $ 5,916 $ 56,371 $ 57,337 $ $ 57,337 $ (6,882 ) $ 5,916 $ (966 )
 
December 31, 2019 December 31, 2018 Change
Ordinary Capital Total Ordinary Capital Total Ordinary Capital Total
(in thousands)
Federal income taxes paid in prior years
       recoverable through loss carrybacks $ $ $ $ $ $ $ $ $
Adjusted gross deferred tax assets
       expected to be realized after application
       of the threshold limitation 50,455 5,916 56,371 57,337 57,337 (6,882 ) 5,916 (966 )
1) Adjusted gross deferred tax assets
           expected to be realized following the
           balance sheet date 50,455 5,916 56,371 57,337 57,337 (6,882 ) 5,916 (966 )
2) Adjusted gross deferred tax assets
           allowed per limitation threshold XXX XXX 58,789 XXX XXX 68,636 XXX XXX (9,847 )
Adjusted gross deferred tax assets offset
       by gross deferred tax liabilities 72,023 319 72,342 57,576 57,576 14,447 319 14,766
Deferred tax assets admitted as the
       result of application of SSAP 101 $ 122,478 $ 6,235 $ 128,713 $ 114,913 $ $ 114,913 $ 7,565 $ 6,235 $ 13,800

2019    2018
   ($ in thousands)
Ratio percentage used to determine recovery period and threshold limitation amount 930 % 821 %
Amount of adjusted capital and surplus used to determine recovery period
       and threshold limitation $     391,929 $     672,811

December 31, 2019 December 31, 2018 Change
   Ordinary    Capital    Ordinary    Capital    Ordinary    Capital
($ in thousands)
Impact of tax planning strategies
Adjusted gross DTAs $   164,868 $   6,235 $   138,182 $   6,800 $   26,686 $   (565 )
% of total adjusted gross DTAs % % % % % %
Net admitted adjusted gross DTAs $ 122,478 $ 6,235 $ 114,913 $ $ 7,565 $ 6,235
% of total net admitted adjusted
     gross DTAs % % % % % %

32



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Management believes that it is more likely than not that the Company will be able to utilize the DTA in the future without any tax planning strategies.

The Company believes that there is sufficient positive evidence, including a history of earnings and projected future income generation, to support that it is more likely than not that NNY will realize the tax benefits associated with its deferred tax assets and consequently, it is not required to record a valuation allowance for statutory accounting purposes.

Regarding deferred tax liabilities that are not recognized, the Company has no temporary differences for which deferred tax liabilities have not been established.

The components of current income taxes incurred in the Statements of Income and Changes in Capital and Surplus and the net deferred tax asset/(liability) recognized in the Company’s Statutory Statements of Admitted Assets and Statutory Statements of Liabilities, Capital and Surplus at December 31, 2019 and 2018 were as follows:

33



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

      2019       2018       Change
(in thousands)
Current income tax:
Federal $      11,308 $      (1,473 ) $      12,781
Foreign
     Subtotal 11,308 (1,473 ) 12,781
Federal income tax on net capital gains (1,139 ) 1,562 (2,701 )
Utilization of capital loss carryforwards
Other
     Federal and foreign income tax expense (benefit) incurred $ 10,169 $ 89 $ 10,080
                         
Deferred tax assets:
Ordinary
     Future policyholder benefits $ 43,098 $ 45,672 $ (2,574 )
     Investments 56,169 27,735 28,434
     Deferred acquisition costs 28,013 29,010 (997 )
     Policyholder dividends accrual 26,283 24,448 1,835
     Fixed assets
     Compensation and benefits accrual 3,591 3,901 (310 )
     Pension accrual
     Net operating loss carryforward
     Tax credit carryforward 1,136 2,272 (1,136 )
     Other (including items <5% of total ordinary tax assets) 6,579 5,144 1,435
          Subtotal 164,869 138,182 26,687
Non-admitted 42,390 23,269 19,121
Admitted ordinary deferred tax assets $ 122,479 $ 114,913 $ 7,566
                         
Capital:
     Investments $ 3,701 $ 4,782 $ (1,081 )
     Net capital loss carryforward
     Other (including items <5% of total capital tax assets) 2,534 2,018 516
          Subtotal 6,235 6,800 (565 )
Non-admitted 6,800 (6,800 )
Admitted capital deferred tax assets 6,235 6,235
Admitted deferred tax assets $ 128,714 $ 114,913 $ 13,801
                         
Deferred tax liabilities:
Ordinary
     Investments $ 42,075 $ 25,125 $ 16,950
     Fixed assets 2,259 1,050 1,209
     Policyholder reserves 22,146 25,857 (3,711 )
     Other (including items <5% of total ordinary tax liabilities) 5,543 5,544 (1 )
          Subtotal 72,023 57,576 14,447
                         
Capital:
     Investments 237 237
     Other (including items <5% of total ordinary tax liabilities) 82 82
          Subtotal 319 319
     Deferred tax liabilities 72,342 57,576 14,766
Net admitted deferred tax assets (liabilities) $ 56,372 $ 57,337 $ (965 )

34



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Reconciliation of federal income tax rate to actual effective rate:

            December 31, 2019
            Effective
Amount Tax Effect Tax Rate
(in thousands)
Income before taxes $ (4,482 ) $ (941 ) 21.0 %
Interest maintenance reserve 105 22 (0.5 %)
Dividends received deduction (7,250 ) (1,523 ) 34.0 %
Return to provision %
Change in non-admitted assets (4,293 ) (902 ) 20.1 %
Rate change %
Other, including prior year true-up (998 ) (210 ) 4.7 %
       Total statutory income tax $           (16,918 ) $      (3,553 ) 79.3 %
 
Federal income taxes incurred $ 13,891 (309.9 %)
Tax on capital gains/(losses) (1,139 ) 25.4 %
Prior year overaccrual/(underaccrual) (2,583 ) 57.6 %
Change in net deferred income tax expense/(benefit) (13,722 ) 306.2 %
       Total statutory income tax $ (3,553 ) 79.3 %
 
December 31, 2018
Effective
Amount Tax Effect Tax Rate
(in thousands)
Income before taxes $ 94,322 $ 19,808 21.0 %
Interest maintenance reserve (15,028 ) (3,156 ) (3.3 %)
Dividends received deduction (2,285 ) (480 ) (0.5 %)
Return to provision 6,449 1,354 1.4 %
Change in non-admitted assets 4,413 927 1.0 %
Rate change (7,388 ) (1,551 ) (1.6 %)
Other, including prior year true-up 4,539 953 1.0 %
       Total statutory income tax $ 85,022 $      17,855 18.9 %
 
Federal income taxes incurred $ 1,051 1.1 %
Tax on capital gains/(losses) 1,561 1.7 %
Prior year overaccrual/(underaccrual) (2,524 ) (2.7 %)
Change in net deferred income tax expense/(benefit) 17,766 18.8 %
       Total statutory income tax $ 17,854 18.9 %

35



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Carryforwards, recoverable taxes and IRC 6603 deposits:

            2019       2018
(in thousands)
The Company had net operating losses of $ $
The Company had capital loss carryforwards of
The Company had alternative minimum tax credit carryforwards of      1,136       2,272

As a result of The Tax Cuts and Jobs Act (the “TCJA”), the alternative minimum tax (“AMT”) is repealed and related credits will be fully refundable by 2021.

The Company has no income tax expense for 2017, 2018 and 2019 that is available for recoupment in the event of future net capital losses.

There was no aggregate amount of deposits reported as admitted assets under Section 6603 of the Internal Revenue Code as of December 31, 2019 or 2018.

The Company is subject to U.S. federal income tax examinations by tax authorities for years 2015 and after. The Company does not anticipate any material assessments or adjustments to the Company’s liability resulting from the tax examinations of prior open year periods.

Uncertain tax positions are assessed under the applicable statutory accounting guidance. Based upon this review, the Company has no potential tax assessments. As of December 31, 2019, the Company has recognized no amount for interest or penalties related to uncertain tax positions. Based upon existing information, the Company does not expect a material change in the recognized liability in the next 12 months. The Company has no tax loss contingencies for which it is reasonably possible that the total liability will significantly increase within twelve months of the reporting date.

The Company is included in the consolidated federal income tax return of The Nassau Companies, NCNY and its subsidiaries. The following companies were included in the consolidated federal income tax return for 2019, effective March 31, 2019:

The Nassau Companies
The Nassau Companies of New York, Inc.
PM Holdings, Inc.
Nassau Life Insurance Company
Phoenix Founders, Inc.

The method of allocation among affiliates of the Company is subject to written agreement approved by the Board of Directors and based upon separate return calculations with current credit for net losses to the extent the losses provide a benefit in the consolidated tax return.

The TCJA provides a base erosion and anti-abuse tax (“BEAT”) which represents minimum tax calculated on a base equal to the taxpayer’s taxable income determined without regard to: (1) the tax benefits arising from base erosion payments, and (2) the applicable base erosion percentage of any NOL allowed for the tax year. The BEAT rate is 5% for the tax years beginning in calendar year 2018, 10% for tax years beginning in 2019 through 2025 and 12.5% percent for tax years beginning after December 21, 2025. The Company is eligible to join as members of an “Aggregate Group” within the meaning of the IRC and the Aggregate Group’s base erosion payments are less than 3% of the Aggregate Group’s total deductions for the years ended December 31, 2019 and 2018. Accordingly, the BEAT liability was $0 for the years ended December 31, 2019 and 2018.

36



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

            2019        2018
(in thousands)
Gross AMT credit recognized as:
       Current year recoverable $ 1,135,752 $ 2,271,504
       Deferred tax asset 1,135,752 2,271,504
Beginning balance of AMT credit carryforward 2,271,504 4,543,008
Amounts recovered 1,135,752 2,271,504
Adjustments
Ending balance of AMT credit $      1,135,752 $      2,271,504

13. Related Party Transactions

NCNY provides services and facilities to the Company that are reimbursed through shared service agreement/cost allocation process. Expenses allocated by NCNY on the Company’s behalf were $93.1 million and $88.1 million for the years ended December 31, 2019 and 2018, respectively. The amounts payable to NCNY were $5.2 million and $6.2 million as of December 31, 2019 and 2018, respectively.

1851 Securities, Inc. (“1851”), a wholly owned subsidiary of NSRE BD Holdco LLC, is the principal underwriter of the Company’s variable life insurance policies and variable annuity contracts. The Company reimburses 1851 for commissions incurred on behalf of PHL and Nassau Life and Annuity Company (“NLA”). Commissions paid by the Company on behalf of PHL were $3.3 million and $3.7 million for the years ended December 31, 2019 and 2018, respectively. There were no amounts receivable from PHL or NLA as of December 31, 2019 and 2018.

The Company pays commissions to producers who sell non-registered life and annuity products on behalf of PHL and NLA. Commissions paid by the Company on behalf of PHL were $44.6 million and $54.0 million for the years ended December 31, 2019 and 2018, respectively. Commissions paid by the Company on behalf of NLA were $28.2 million for the year ended December 31, 2019. The Company had amounts receivable from PHL and NLA of $1.1 million and $3.7 million as of December 31, 2019, respectively. The Company had amounts receivable from PHL and NLA of $3.4 million and $0.2 million as of December 31, 2018, respectively.

The Company’s affiliate, Nassau Asset Management LLC (“NAMCO”) provides investment and related advisory services through an Investment Management Agreement. Expenses incurred under this agreement were $17.2 million and $17.5 million as of December 31, 2019 and 2018, respectively. Amounts receivable from NAMCO were $0.1 million and $0.4 million for the years ended December 31, 2019 and 2018, respectively.

The Company has investments in various classes of notes of Nassau 2017-II Ltd., Nassau 2018-I Ltd., Nassau 2018-II Ltd., Nassau 2019-I Ltd., Nassau 2019-II Ltd. and Nassau 2019-III Ltd. (the “Nassau CLOs”) totaling $87.0 million par with a fair value of $54.7 million and $52.1 million par with a fair value of $48.0 million at December 31, 2019 and 2018, respectively. The Nassau CLOs are managed by NCC CLO Manager, LLC, an affiliate of NNY.

In September 2019, the Company sold certain of its limited partnership and other invested assets to Nassau CFO Fund, LLC (“Nassau CFO”), a collateralized fund obligation managed by an affiliate. The Company received cash and certain equity interests in Nassau CFO as consideration with no gain or loss recognized on the sale. The Company invested in Class B Notes issued by Nassau CFO which have a par and fair value of $14.9 million at December 31, 2019 and recognized $0.4 million of net investment income for the year ended December 31, 2019. The Company’s equity investment in Nassau CFO was $97.4 million at December 31, 2019 and the Company recorded net investment income from Nassau CFO of $17.0 million for the year ended December 31, 2019.

Saybrus Partners, LLC (“Saybrus”), an affiliate of Nassau, provides wholesaling services to various third party distributors and affiliates of variable life insurance and variable annuities.

37



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

PHL provides premium processing services for the Company, wherein PHL receives payments on the Company’s annuity contracts and forwards those payments to the Company. In connection with these services, the Company had amounts receivable from PHL of $5.2 million and $16.2 million as of December 31, 2019 and 2018, respectively. PHL did not charge any fees for this service.

The Company, through PHL, provides premium processing services for NLA, wherein the Company receives premium payments on NLA life and annuity contracts and then forwards them to NLA. In connection with this service, the Company had amounts due to NLA of $0 and $0.1 million as of December 31, 2019 and 2018, respectively. The Company did not charge for these services.

See Note 6 for additional information on reinsurance agreements with affiliates.

The Company has written intercompany agreements in place with its affiliates that contain a settlement date for amounts owed. As of December 31, 2019, no amounts were overdue.

14. Fair Value Disclosures of Financial Instruments

The fair value of an asset is the amount at which that asset could be bought or sold in a current arms-length transaction. Included in several investment related line items in the financial statements are certain financial instruments carried at fair value. Other financial instruments are periodically measured at fair value, such as when impaired, or, for certain bonds and preferred stock when carried at the lower of cost or market. The fair values presented for certain financial instruments are estimates which, in many cases, may differ significantly from the amounts which could be realized upon immediate liquidation. In cases where market prices are not available, estimates of fair value are based on discounted cash flow analyses, which utilize current interest rates for similar financial instruments, which have comparable terms and credit quality.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Bonds and preferred stock

We use pricing vendors to estimate fair value for the majority of our public bonds and preferred stocks. The pricing vendors’ estimates are based on market data and use pricing models that vary by asset class and incorporate available trade, bid and other market information. When our pricing vendors are unable to obtain evaluations based on market data, fair value is determined by obtaining a direct broker quote or by using an internal model. For the majority of private bonds and preferred stock, fair value is determined using a discounted cash flow model, which utilizes a discount rate based upon the average of spread surveys collected from private market intermediaries who are active in both primary and secondary transactions. When the discounted cash flow model is not appropriate, the Company uses third party broker quotes or other internally developed values.

Common stock

Fair values are based on quoted market prices, where available. If a quoted market price is not available, fair values are estimated using independent pricing sources or internally developed pricing models.

Surplus debentures

Fair values are based on quoted market prices, where available, or quoted market prices of comparable instruments. If a quoted market price is not available, fair values are estimated using independent pricing sources or internally developed pricing models.

Investment contracts

The fair value of guaranteed interest contracts was assumed to be the same as book value.

38



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

The fair value of deferred annuities and supplementary contracts without life contingencies with an interest guarantee of one year or less is valued at the amount of the policy reserve. In determining the fair value of deferred annuities and supplementary contracts without life contingencies with interest guarantees greater than one year, a discount rate equal to the appropriate Treasury rate, plus 100 basis points, was used to determine the present value of the projected account value of the policy at the end of the current guarantee period.

Deposit-type funds, including pension deposit administration contracts, dividend accumulations, and other funds left on deposit not involving life contingencies, have interest guarantees of less than one year for which interest credited is closely tied to rates earned on owned assets. For such liabilities, fair value is assumed to be equal to the stated liability balances.

Derivatives

Fair values for over-the-counter (“OTC”) derivative financial instruments, principally forwards, options and swaps, represent the present value of amounts estimated to be received from or paid to a marketplace participant in settlement of these instruments (i.e., the amount we would expect to receive in a derivative asset assignment or would expect to pay to have a derivative liability assumed). These derivatives are valued using pricing models based on the net present value of estimated future cash flows and directly observed prices from exchange-traded derivatives or other OTC trades, while taking into account the counterparty’s credit ratings, or our own credit ratings, as appropriate. Determining the fair value for OTC derivative contracts can require a significant level of estimation and management judgment.

New and/or complex instruments may have immature or limited markets. As a result, the pricing models used for valuation often incorporate significant estimates and assumptions that market participants would use in pricing the instrument, which may impact the results of operations reported in the financial statements. For long-dated and illiquid contracts, extrapolation methods are applied to observed market data in order to estimate inputs and assumptions that are not directly observable. This enables us to mark to market all positions consistently when only a subset of prices are directly observable. Values for OTC derivatives are verified using observed information about the costs of hedging the risk and other trades in the market. As the markets for these products develop, the Company will continually refine its pricing models to correlate more closely to the market risk of these instruments.

Financial assets and liabilities measured at fair value

The Company’s financial assets and liabilities carried at fair value have been classified, for disclosure purposes, based on a hierarchy defined by ASC 820, Fair Value Measurements. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset’s or a liability’s classification is based on the lowest level input that is significant to its measurement. For example, a Level 3 fair value measurement may include inputs that are both observable (Levels 1 and 2) and unobservable (Level 3). The levels of the fair value hierarchy are as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 1 securities include highly liquid government bonds and exchange-traded equities.
   
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Examples of such instruments include government-backed mortgage products, certain collateralized mortgage and debt obligations and certain high-yield debt securities.
   
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. Unobservable inputs reflect management’s own assumptions about inputs in which market participants would use in pricing these types of assets or liabilities. Level 3 financial instruments include values which are determined using pricing models and third-party evaluation.Additionally, the determination of some fair value estimates utilizes significant management judgments or best estimates.

39



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

The following table provides information as of December 31, 2019 about the Company’s financial assets and liabilities measured at fair value on a recurring basis.

            2019
  Level 1       Level 2       Level 3       Total
  (in thousands)
  Assets at fair value:
  Bonds $ $ 18,925 $ 4,611 $ 23,536
  Preferred stock 9,370 9,370
  Common stock [1] 96 2,297 54,825 57,218
  Subtotal 96 21,222 68,806 90,124
   
  Derivative assets. 6,843 6,843
  Separate account assets 1,053,184 7,184 1,060,368
  Total assets at fair value $       1,053,280 $       35,249 $       68,806 $       1,157,335
____________________

[1] Includes $2,297 thousand Class A Membership FHLB common stock.

The following table provides information as of December 31, 2018 about the Company’s financial assets and liabilities measured at fair value on a recurring basis.

            2018
  Level 1       Level 2       Level 3       Total
  (in thousands)
  Assets at fair value:
  Bonds $ $ 5,220 $ 3,945 $ 9,165
  Preferred stock 11,893 11,893
  Common stock 978 3,412 54,259 58,649
  Subtotal. 978 8,632 70,097 79,707
   
  Separate account assets 935,480 6,828 942,308
  Total assets at fair value $      936,458 $      15,460 $     70,097 $      1,022,015

Fair values and changes in the fair values of separate account assets generally accrue directly to the policyholders and are not included in the Company’s revenues and expenses or surplus.

40



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Changes in Level 3 Assets and Liabilities Measured at Fair Value

The following table summarizes the changes in assets and liabilities classified in Level 3. Gains and losses reported in this table may include changes in fair value that are attributable to both observable and unobservable inputs.

      2019       2018
(in thousands)
Level 3 Assets:
Balance, beginning of period $      70,097 $      58,688
Purchases 12,905 4,957
Sales (3,977 ) (4,970 )
Settlements (107 )
Transfers into Level 3 5,862 19,960
Transfers out of Level 3 (16,957 ) (9,728 )
Realized gains (losses) (3,561 ) (1,661 )
Unrealized gains (losses) 4,437 2,958
Balance, end of period $ 68,806 $ 70,097

Transfers in and out of Level 3 occur at the beginning of each period. The securities which were transferred into Level 3 for the years ended December 31, 2019 and 2018 were due to decreased market observability of similar assets and/or changes to NAIC ratings. Transfers out of Level 3 for the year ended December 31, 2019 were due to the increased market observability of similar assets and/or securities previously being held at fair value now being carried at amortized cost. Transfers out of Level 3 for the year ended December 31, 2018 were due to the implementation of due diligence procedures which allowed for a refinement of the analysis of observable inputs as described in more detail above. There were no transfers from Level 2 to Level 1 recorded during the years ended December 31, 2019 and 2018.

For Level 3, inputs to the valuation methodology are unobservable and significant to the fair value measurement. Unobservable inputs reflect management’s best estimate of what hypothetical market participants would use to determine fair value. Examples of valuation techniques used based on unobservable inputs include, but are not limited to, internal models, direct broker quotes and professional judgment.

Below is a listing of the aggregate fair value for all financial instruments as of December 31, 2019 and the level within the fair value hierarchy:

Not
Practicable
Aggregate Admitted (Carrying
Fair Value Assets Level 1 Level 2 Level 3 Value)
(in thousands)
Financial Instruments:                        
Bonds $    7,518,735 $    7,015,955 $    $    5,088,218 $    2,430,517 $   
Preferred stock 104,983 95,933 65,203 39,780
Common stock 57,218 57,218 96 2,297 54,825
Mortgage loans 406,978 400,498 406,978
Surplus debentures & capcos 15,000 13,062 3,872 11,128
Cash, cash equivalents & short terms 100,651 100,651 100,651
Derivatives 6,843 6,843
Separate account assets 1,060,368 1,060,368 1,053,184 7,184
Total financial instruments $ 9,270,776 $ 8,743,685 $ 1,153,931 $ 5,173,617 $ 2,943,228 $

41



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

As of December 31, 2019, the Company had no investments where it is not practicable to estimate fair value.

Below is a listing of the aggregate fair value for all financial instruments as of December 31, 2018 and the level within the fair value hierarchy:

Not
Practicable
Aggregate Admitted (Carrying
Fair Value Assets Level 1 Level 2 Level 3 Value)
(in thousands)
Financial Instruments:                        
Bonds $ 7,174,708 $ 7,212,940 $ $ 4,730,477 $ 2,444,231 $
Preferred stock 127,881 125,947 76,592 51,289
Common stock 58,649 58,649 978 3,412 54,259
Mortgage loans 266,221 268,735 266,221
Surplus debentures & capcos 14,350 13,244 3,406 10,944
Cash, cash equivalents & short terms 56,891 56,891 56,645 130 116
Derivatives 1,951 1,951
Separate account assets 942,308 942,308 935,480 6,828
Total financial instruments $     8,642,959 $     8,678,714 $     995,054 $     4,820,845 $     2,827,060 $    

As of December 31, 2018, the Company had no investments where it is not practicable to estimate fair value.

For the years ended December 31, 2019 and 2018, Level 3 bonds were primarily private placement debt securities priced using our internal discounted cash flow model. Market spreads used in the model were unobservable. Nearly all of these securities were in the Industrial and Miscellaneous category.

15. Surplus Notes

NNY’s 7.15% surplus notes are due December 15, 2034 and were originally issued with a face value of $175.0 million. During September 2012, the Company retired $48.3 million face value of these surplus notes, after receiving prior approval from the Department. Interest payments also require the prior approval of the Department and may be made only out of surplus funds that the Department determines to be available for such payments under New York insurance law. The 7.15% surplus notes were issued December 15, 2004 and interest on the notes is scheduled to be paid on June 15 and December 15 of each year, commencing June 15, 2005. Interest payments for these notes for 2019 and 2018 each totaled $9.1 million. The 7.15% surplus notes may be redeemed at the option of NNY at any time at the “make-whole” redemption price set forth in the offering circular. New York insurance law provides that the notes are not part of the legal liabilities of NNY. The 7.15% notes were issued pursuant to Rule 144A under the Securities Act of 1933. No affiliate holds any portion of the notes.

Below are the details on the outstanding surplus notes (amounts in millions):

Interest Total Unapproved
Par Value Carrying and/or Interest Interest
Date Interest (Face Value Value Principal Paid and/or and/or Date of
Issued Rate of Notes) of Notes Current Year Principal Paid Principal Maturity
                (in millions)            
12/15/2004 7.15% $    126.7 $    126.3 $    9.1 $    192.8 $    12/15/2034

42



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

16. Commitments and Contingencies

Litigation and regulatory matters

The Company is regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming the Company as a defendant ordinarily involves the Company’s businesses and operations. In certain of these matters, the plaintiffs are seeking large and/or indeterminate amounts, including punitive or exemplary damages.

The Company periodically receives informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations related to the Company’s products and practices. It is the Company’s practice to cooperate fully in these matters.

It is not feasible to predict or determine the ultimate outcome of all litigation, arbitration or regulatory proceedings or to provide reasonable ranges of potential losses. It is believed that the outcome of the Company’s litigation, arbitration, and regulatory matters are not likely, either individually or in the aggregate, to have a material adverse effect on the financial condition of the Company beyond the amounts already reported in these financial statements. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation, arbitration and regulatory investigations, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on the results of operations or cash flows in particular annual periods.

17. Other Commitments

The Company has a technology services agreement related to the management of our IT infrastructure which expires in 2019. As of December 31, 2019, the remaining commitments total $5.5 million.

The Company has an outstanding commitment to purchase $50.0 million in investment grade rated infrastructure bonds through an outside investment advisor. The commitment currently expires on January 5, 2021. The arrangement may be terminated prior to funding the committed amount at the discretion of the Company subject to certain standard provisions for notice and immaterial fees. As of December 31, 2019, $42.0 million has been funded.

As part of its normal investment activities, the Company enters into agreements to fund limited partnerships that make debt and equity investments. As of December 31, 2019, the Company had unfunded commitments of $80.2 million.

In addition, the Company enters into agreements to purchase private placement investments. At December 31, 2019, the Company had open commitments of $39.6 million.

18. Information about Financial Instruments with Off-Balance Sheet Risk

The Company, at December 31, 2019 and 2018, held the following financial instruments with off-balance sheet risk:

Assets* Liabilities*
2019 2018 2019 2018
(in thousands)
Swaps       $ 75,000       $ 75,000       $       $
Total $      75,000 $      75,000 $      $     

____________________

* Notional amount

43



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

The Company uses derivative instruments including interest rate swaps. A more detailed description of these instruments is provided in Footnote 2 - “Summary of Significant Accounting Policies.”

The Company is not exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments, as the interest rate swaps are fully collateralized. The credit exposure of interest rate swaps is represented by the fair value (market value) of contracts with a positive fair value (market value) at the reporting date.

Because exchange-traded interest rate swaps are affected through a regulated exchange and positions are marked to market on a daily basis, the Company has no exposure to credit-related losses in the event of nonperformance by counterparties to such financial instruments.

The Company is required to put up collateral for any interest rate swap contracts that are entered. The amount of collateral that is required is determined by the exchange on which it is traded. The Company currently puts up cash to satisfy this collateral requirement. As of December 31, 2019, the Company held $(4.8) million of collateral.

The current credit exposure of the Company’s derivative contracts is limited to the fair value at the reporting date. Credit risk is managed by entering into transactions with creditworthy counterparties and obtaining collateral as required. The Company also attempts to minimize its exposure to credit risk through the use of various credit monitoring techniques. Approximately 100% of the net credit exposure to the Company from derivative contracts is with investment-grade counterparties.

19. Appropriated Surplus

Surplus includes amounts available for contingencies, some of which are required by state regulatory authorities. The contingency amounts as of December 31, 2019 and 2018 were $2.5 million.

20. Subsequent Events

The Company evaluated events subsequent to December 31, 2019 and through April 24, 2020, the date of issuance of these financial statements. Subsequent events requiring additional disclosure are as follows:

The Company is continuously monitoring the market and economic turbulence arising from COVID-19. It is too early for the Company to assess the impact of the pandemic on policyholder behavior and underwriting risks and the mid-to-long-term impact on the Company’s investments. In light of the uncertainty as to the length or severity of this pandemic, the Company cannot reasonably estimate the full impact of the pandemic on its operations and financial statements at this time, although it could be material.

44



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Supplemental Schedule
Summary of Investments - Other than Investments in Related Parties
December 31, 2019 and 2018

        Amount shown
Amortized Fair in the
December 31, 2019 Cost Value balance sheet
(in thousands)
Fixed maturities:                  
       Bonds:
              U.S. government and government agencies and authorities $     262,584 $      280,053 $     262,584
              States, municipalities and political subdivisions 935,812 1,005,254 935,812
              Foreign governments 58,433 66,756 58,433
              All other corporate bonds [1] 5,743,826 6,153,216 5,759,126
              Redeemable preferred stock 997 3,225 997
Total fixed maturities 7,001,652 7,508,504 7,016,952
Equity securities:
       Common stock:
              Industrial, miscellaneous and all other 57,218 57,218 57,218
              Nonredeemable preferred stock 94,936 101,758 94,936
Total equity securities 152,154 158,976 152,154
Mortgage loans 400,498 406,978 400,498
Real estate, at depreciated cost 30,859 XXX 30,859
Contract loans 2,333,929 XXX 2,333,929
Other invested assets [2] 349,537 351,476 344,563
Cash and short-term investments 100,651 100,651 100,651
Receivables for securities 2,620 XXX 2,620
Total cash and invested assets $ 10,371,900 $ 10,382,226

____________________

[1] Amortized cost and fair value amounts exclude $15,300 and $13,455, respectively, of related-party bonds.
[2] Difference between amortized cost and amount on balance sheet relates to $4,974 of non-admitted other invested assets.

See accompanying independent auditors’ report.

45


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Supplemental Schedule
Summary of Investments - Other than Investments in Related Parties
December 31, 2019 and 2018 (continued)

        Amount shown
Amortized Fair in the
December 31, 2018 Cost Value balance sheet
(in thousands)
Fixed maturities:                  
       Bonds:
              U.S. government and government agencies and authorities $      260,286 $      267,101 $      260,286
              States, municipalities and political subdivisions 991,382 1,008,524 991,382
              Foreign governments 77,571 79,522 77,571
              All other corporate bonds [1] 5,869,126 5,806,937 5,883,701
Total fixed maturities 7,198,365 7,162,084 7,212,940
Equity securities:
       Common stock:
              Industrial, miscellaneous and all other 58,649 58,649 58,649
              Nonredeemable preferred stock 125,947 127,881 125,947
Total equity securities 184,596 186,530 184,596
Mortgage loans 268,735 266,221 268,735
Real estate, at depreciated cost 30,232 XXX 30,232
Contract loans 2,326,802 XXX 2,326,802
Other invested assets [2] 617,436 618,541 614,915
Cash and short-term investments 56,891 56,891 56,891
Receivables for securities 7,474 XXX 7,474
Total cash and invested assets $ 10,690,531 $ 10,702,585

____________________

[1] Amortized cost and fair value amounts exclude $14,575 and $12,622, respectively, of related-party bonds.
[2] Difference between amortized cost and amount on balance sheet relates to $2,521 of non-admitted other invested assets.

See accompanying independent auditors’ report.

46



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Supplementary Insurance Information
For the years ended December 31, 2019 and 2018

As of December 31, For the years ended December 31,
Future policy Other
benefits, policy claims Premium Net Benefits, Other
losses and and benefits and annuity investment claims and operating
      claims       payable       considerations       income      losses       expenses
(in thousands)
2019:
       Insurance Segment $      9,505,067 $      131,144 $      249,857 $      554,889 $      464,277 $      121,789
                                     
2018:
       Insurance Segment $ 9,772,208 $ 136,826 $      251,976 $ 588,147 $ 423,210 $ 95,242

See accompanying independent auditors’ report.

47



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Supplementary Schedule - Reinsurance
For the years ended December 31, 2019 and 2018

Percentage
Gross Reinsurance Reinsurance Net of assumed
      amount       ceded       assumed       amount       to net
(in thousands)
Life insurance in force:
       2019 $      26,530,737 $      10,311,574 $      2,955,890 $      19,175,053 15%
       2018 28,458,804 13,360,421 2,927,687 18,026,070 16%
                             
Life insurance premiums:
       2019 $ 359,486 $ 139,756 $ 30,127 $ 249,857 12%
       2018 367,246 147,155 31,885 251,976 13%

See accompanying independent auditors’ report.

48


 

 

 

 

Nassau Life
Insurance Company

(a wholly owned subsidiary of
The Nassau Companies of New York)
Statutory Financial Statements and
Supplemental Schedules
December 31, 2018 and 2017

 

 

 

 

 

 

 



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Table of Contents

Page
Statutory Financial Statements:
   
Independent Auditors’ Report 1-2
   
Statements of Admitted Assets, Liabilities, Capital and Surplus 3
   
Statements of Income and Changes in Capital and Surplus 4
   
Statements of Cash Flows 5
   
Notes to Statutory Financial Statements 6-41
   
Supplemental Schedules:
   
       Summary of Investments - Other than Investments in Related Parties 42-43
   
       Supplementary Insurance Information 44
   
       Supplementary Schedule - Reinsurance 45

i


Independent Auditors’ Report

The Board of Directors
Nassau Life Insurance Company:

We have audited the accompanying financial statements of Nassau Life Insurance Company, which comprise the statutory statements of admitted assets, liabilities, capital and surplus as of December 31, 2018 and 2017, and the related statutory statements of income and changes in capital and surplus, and cash flows for the years then ended, and the related notes to the statutory financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with statutory accounting practices prescribed or permitted by the New York State Department of Financial Services. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles

As described in Note 2 to the financial statements, the financial statements are prepared by Nassau Life Insurance Company using statutory accounting practices prescribed or permitted by the New York State Department of Financial Services, which is a basis of accounting other than U.S. generally accepted accounting principles. Accordingly, the financial statements are not intended to be presented in accordance with U.S. generally accepted accounting principles.

The effects on the financial statements of the variances between the statutory accounting practices described in Note 2 and U.S. generally accepted accounting principles, although not reasonably determinable, are presumed to be material.

1


Adverse Opinion on U.S. Generally Accepted Accounting Principles

In our opinion, because of the significance of the variances between statutory accounting practices and U.S. generally accepted accounting principles discussed in the Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles paragraph, the financial statements referred to above do not present fairly, in accordance with U.S. generally accepted accounting principles, the financial position of Nassau Life Insurance Company as of December 31, 2018 and 2017, or the results of its operations or its cash flows for the years then ended.

Opinion on Statutory Basis of Accounting

In our opinion, the financial statements referred to above present fairly, in all material respects, the admitted assets, liabilities, capital and surplus of Nassau Life Insurance Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in accordance with statutory accounting practices prescribed or permitted by the New York State Department of Financial Services described in Note 2.

Other Matter

Our audits were conducted for the purpose of forming an opinion on the financial statements as a whole. The supplementary information included in the Supplemental Schedules: Supplemental Schedule Summary of Investments - Other than Investments in Related Parties, Supplementary Insurance Information, and Supplementary Schedule - Reinsurance, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by Regulation S-X Rule 7-05 of the Securities and Exchange Commission. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audits of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole.

[(signed) KPMG LLP]

Hartford, Connecticut
April 29, 2019, except for the Supplemental Schedules, as to which the date is July 8, 2020

2



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Statements of Admitted Assets, Liabilities, Capital and Surplus

As of
December 31,
      2018       2017
(in thousands)
Assets:
Bonds $      7,212,940 $      7,417,789
Contract loans 2,326,802 2,337,222
Real estate, at depreciated cost 30,232 30,916
Preferred stock 125,947 124,890
Common stock 58,649 49,416
Mortgage loans 268,735 90,939
Cash and short-term investments 56,891 356,007
Other invested assets 614,915 611,112
Receivables for securities 7,474 6,999
Total cash and invested assets 10,702,585 11,025,290
Deferred and uncollected premiums 68,807 72,326
Due and accrued investment income 145,362 147,447
Reinsurance recoverables 7,214 20,659
Deferred tax asset 57,337 58,828
Receivables from affiliates 22,164 17,081
Other assets 13,994 15,315
Separate account assets 942,308 1,121,235
Total assets $ 11,959,771 $ 12,478,181
                 
Liabilities:
Reserves for future policy benefits $ 9,191,720 $ 9,451,010
Policyholders’ funds 462,047 464,270
Dividends to policyholders 118,441 122,925
Policy benefits in course of settlement 136,826 157,267
Amounts payable on reinsurance. 26,542 14,744
Accrued expenses and general liabilities 62,182 125,464
Current federal and foreign income tax 16,343 51,916
Reinsurance funds withheld liability 232,124 244,968
Interest maintenance reserve (“IMR”) 100,121 115,149
Transfers to separate account due and accrued (821 ) (1,183 )
Asset valuation reserve (“AVR”) 157,027 161,170
Separate account liabilities 942,308 1,121,235
Total liabilities 11,444,860 12,028,935
                 
Capital and surplus:
Common stock, $1,000 par value (10,000 shares authorized;
       10,000 shares issued and outstanding) 10,000 10,000
Paid-in surplus 228,798 228,798
Surplus notes 126,286 126,260
Special surplus funds 2,500 2,500
Unassigned surplus 147,327 81,688
Total surplus 514,911 449,246
Total liabilities, capital and surplus $ 11,959,771 $ 12,478,181

The accompanying notes are an integral part of these financial statements.

3



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Statements of Income and Changes in Capital and Surplus

For the Years Ended
December 31,
      2018       2017
(in thousands)
Income:
Premium and annuity considerations $      251,976 $      296,611
Net investment income 588,147 625,172
Commissions and expense allowances on reinsurance ceded 13,191 13,385
Reserve adjustments on reinsurance ceded (254,682 ) (247,110 )
Fees associated with separate account and other miscellaneous income 90,894 103,332
Total income 689,526 791,390
 
Current and future benefits:
Death benefits 442,092 398,007
Disability and health benefits 4,215 3,528
Annuity benefits and matured endowments 13,340 15,247
Surrender benefits 259,836 319,365
Interest on policy or contract funds 13,285 11,929
Settlement option payments 10,032 10,298
Net transfers to (from) separate accounts, net of reinsurance (59,976 ) (69,360 )
Change in reserves for future policy benefits and policyholders’ funds (259,614 ) (220,500 )
Total current and future benefits 423,210 468,514
 
Operating expenses:
Direct commissions 3,840 4,444
Commissions and expense allowances on reinsurance assumed 1,958 3,062
Premium, payroll and miscellaneous taxes 8,744 8,639
Other operating expenses 80,700 151,049
Total operating expenses 95,242 167,194
Net gain (loss) from operations before dividends and federal income taxes 171,074 155,682
Dividends to policyholders 77,321 79,305
Net gain from operations after dividends and before federal income taxes 93,753 76,377
Federal and foreign income tax expense (benefit) (1,473 ) 14,244
Net gain from operations before realized capital gains (losses) 95,226 62,133
Realized capital gains/(losses), net of income taxes and IMR (992 ) 6,253
Net income/(loss) 94,234 68,386
 
Changes in capital and surplus:
Change in unrealized capital gains (loss), net of tax 24,872 2,752
Change in deferred income taxes (17,766 ) (92,394 )
Change in non-admitted assets 23,917 110,872
Change in asset valuation reserve 4,143 (8,272 )
Change in surplus notes 26 26
Dividends to stockholder (60,000 ) (20,000 )
Other surplus changes, net (3,761 ) (5,292 )
Net increase (decrease) in capital and surplus 65,665 56,078
Capital and surplus, beginning of year 449,246 393,168
Capital and surplus, end of year $ 514,911 $ 449,246

The accompanying notes are an integral part of these financial statements.

4



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Statements of Cash Flows

For the Years Ended
December 31,
      2018       2017
(in thousands)
Cash provided by (used for) operations:
Premiums $      331,153 $      387,217
Investment and other income 578,759 618,109
Claims and benefits (935,424 ) (926,695 )
Dividends paid (121,840 ) (132,066 )
Commissions and other expenses (137,536 ) (157,842 )
Net transfers from separate accounts 60,168 70,522
Federal income taxes recovered (paid) (35,663 ) (85 )
Net cash provided by (used for) operations (260,383 ) (140,840 )
 
Cash provided by (used for) investments:
Proceeds from sales, maturities and repayments of bonds 1,332,418 3,088,320
Proceeds from sales, maturities and repayments of stocks 42,467 43,144
Proceeds from sales, maturities and repayments of other invested assets 100,771 102,611
Proceeds from sales, maturities and repayments of other investments 2,197 492
Cost of bonds acquired (1,146,988 ) (2,778,370 )
Cost of stocks acquired (42,257 ) (24,929 )
Cost of mortgage loans acquired (181,174 ) (91,305 )
Cost of other invested assets acquired (80,027 ) (85,353 )
Cost of other investments acquired (1,739 ) (3,027 )
Net decrease (increase) in contract loans 10,420 (5,039 )
Net cash provided by (used for) investments 36,088 246,544
 
Cash provided by (used for) financing and miscellaneous sources:
Net deposits (withdrawals) of deposit-type contracts (11,111 ) (17,546 )
Dividends to stockholder (60,000 ) (20,000 )
Other cash provided (applied) (3,710 ) 53,477
Net cash provided by (used for) financing and miscellaneous uses (74,821 ) 15,931
Net increase (decrease) in cash and short-term investments (299,116 ) 121,635
Cash and short-term investments, beginning of year 356,007 234,372
Cash and short-term investments, end of year $ 56,891 $ 356,007

The accompanying notes are an integral part of these financial statements.

5



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements

1. Description of Business

Phoenix Mutual Life Insurance Company was organized in Connecticut in 1851. In 1992, in connection with its merger with Home Life Insurance Company, the Company re-domiciled to New York and changed its name to Phoenix Home Life Mutual Insurance Company, or Phoenix Home Life. On June 25, 2001, the effective date of its demutualization, Phoenix Home Life converted from a mutual life insurance company to a stock life insurance company, became a wholly owned subsidiary of The Phoenix Companies, Inc. (“Phoenix”), a publicly owned holding company traded on the New York Stock Exchange, and changed its name to Phoenix Life Insurance Company (“PLIC”). As a result of this conversion, PLIC stopped writing traditional participating life insurance business. PLIC also established a closed block (the “Closed Block”) of existing in-force traditional participating life insurance business to protect the future dividends of these policyholders.

Effective October 10, 2018, PLIC changed its name to Nassau Life Insurance Company (“NNY” or the “Company”). Effective November 13, 2018, the Company’s Parent, The Phoenix Companies, Inc. (“Phoenix”), changed its name to The Nassau Companies of New York (“NCNY” or the “Parent”). The financial statements of NNY are presented on the basis of accounting practices prescribed or permitted by the New York Department of Financial Services (the “NYDFS”).

On June 20, 2016, Nassau Insurance Group Holdings L.P. (“Nassau” or “Nassau Re”) completed its acquisition of NCNY after receipt of insurance regulatory approvals from the Connecticut Insurance Department and the NYDFS. Founded in April 2015, Nassau Re is a privately held insurance and reinsurance business focused on building a franchise across the insurance value chain.

NNY is a provider of life insurance and annuity products. The Company’s life insurance products include whole life, universal life, variable universal life and other insurance products. NNY offers single-life and multiple-life products. Most of our whole life policies were written prior to the demutualization and are part of the Closed Block. The Company also offers annuity products including both deferred and immediate varieties. Deferred annuities accumulate for a number of years before periodic payments begin and enable the contract owner to save for retirement and provide options that protect against outliving assets during retirement. Immediate annuities are purchased by means of a single lump sum payment and begin paying periodic income within the first year.

As is customary in the life insurance industry, the reinsurance program is designed to protect against adverse mortality experience generally and to reduce the potential loss from a death claim on any one life. Risk is ceded to other insurers under various agreements that cover life insurance policies. The amount of risk ceded depends on an evaluation of the specific risk and applicable retention limits.

2. Summary of Significant Accounting Policies

Basis of presentation

The significant accounting policies, which are used by NNY in the preparation of the statutory financial statements, are described below.

These financial statements are prepared on the basis of accounting practices (“STAT”) prescribed or permitted by the NYDFS. These practices are predominately promulgated by the National Association of Insurance Commissioners (the “NAIC”). The material practices are prescribed by the NYDFS. These practices differ from accounting principles generally accepted in the United States of America (“U.S. GAAP”). The major differences from U.S. GAAP practices are as follows:

The costs related to acquiring business, principally commissions and certain policy issue expenses, are charged to income in the year incurred for STAT and are capitalized as deferred acquisition costs (“DAC”) and then amortized for U.S. GAAP.
 
Statutory concepts such as non-admitted assets, asset valuation reserve and interest maintenance reserve are recognized only for STAT.
 
Bonds are primarily carried at amortized cost for STAT and at fair value for U.S. GAAP.

6



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

For certain deposit-type contracts in the accumulation stage and for annuity products, deposits are reported as annuity considerations (a revenue item) for statutory reporting, while U.S. GAAP reports these as deposits via the balance sheet.
 
Reserves for participating life policies are calculated using various methods allowed under statutory accounting.
 
Non-life subsidiaries are recorded based on the underlying audited U.S. GAAP equity of the investee.
 
Under STAT, for individual participating life policies, premiums are recognized when due. For universal life, interest sensitive life, variable universal life policies and variable annuity contracts, premiums or deposits are recognized as revenue and withdrawals are recognized as surrender benefits. Under U.S. GAAP, premiums are recognized for participating life insurance products and other life insurance products as revenue when due from policyholders. Benefits, losses and related expenses are matched with premiums over the related contract periods. Amounts received as payments for universal life, variable universal life and other investment-type contracts are considered deposits and are not included in premiums. Withdrawals taken from these contracts are generally considered returns of policyholder account balances and are not included in surrender benefits for U.S. GAAP.
 
Statutory reserves are based on different assumptions than they are under U.S. GAAP.
 
For STAT, the cost of employee pension benefits, including prior service costs, is recognized as the employer contributions are made to fund the costs. Certain costs of employee post-retirement health benefits are recognized over an employee’s service period. For U.S. GAAP, pension and other post-employment benefit costs and obligations are recognized over the employees’ expected service periods by discounting an estimate of aggregate benefits, adjusted by assumed investment rates of return on benefit plan assets, if applicable.
 
Assets and liabilities are reported net of reinsurance balances for STAT and gross for U.S. GAAP.
 
Surplus notes issued by the Company are recorded as a component of surplus for STAT and as debt for U.S. GAAP.
 
The statutory provision for federal income taxes represents estimated amounts currently payable based on taxable income or loss reported in the current accounting period as well as changes in estimates related to prior year taxes. Deferred income taxes are provided in accordance with Statement of Statutory Accounting Principles (“SSAP”) No. 101, Income Taxes, a Replacement of SSAP No. 10R and SSAP No. 10, and changes in deferred income taxes are recorded through surplus. SSAP 101 adopts the U.S. GAAP valuation allowance standard and also limits the recognition of deferred tax assets (“DTAs”) based on certain admissibility criteria. The U.S. GAAP provision would include a provision for taxes currently payable as well as deferred taxes, both of which would be recorded in the income statement. Under SSAP 101, in conjunction with SSAP 5R as modified to replace the “probable” standard with a “more likely than not” standard, companies must establish a liability related to uncertain tax positions where management determines that it is more likely than not a claimed tax benefit would not be sustained if audited. SSAP 101 specifically rejects the corresponding U.S. GAAP guidance. For U.S. GAAP, the Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes. Income tax expense or benefit is recognized based upon amounts reported in the financial statements and the provisions of currently enacted tax laws. Deferred tax assets and/or liabilities are determined by multiplying the differences between the financial reporting and tax reporting bases for assets and liabilities by the enacted tax rates expected to be in effect when such differences are recovered or settled. Valuation allowances on deferred tax assets are recorded to the extent that management concludes that it is more likely than not that an asset will not be realized. We assess all significant tax positions to determine if a liability for an uncertain tax position is necessary and, if so, the impact on the current or deferred income tax balances.

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results will differ from those estimates. Significant estimates used in determining insurance and contractholder liabilities, income taxes, contingencies and valuation allowances for investment assets are discussed throughout the Notes to Statutory Financial Statements. To be consistent with the current year presentation, certain prior year reclassifications have been made.

7



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Recent accounting pronouncements

The Company did not adopt any accounting standards during 2018 that had a material impact on these financial statements.

Going concern

Management has evaluated the Company’s ability to continue as a going concern and concluded that there is not substantial doubt about the Company’s ability to continue as a going concern.

Parent company liquidity

NCNY serves as the holding company for NNY and does not have any significant operations of its own. As of December 31, 2018 and 2017, liquidity (cash, short-term investments, available-for-sale debt securities and other near-cash assets, net of contributions payable to subsidiaries and certain other holding company obligations) totaled $93.5 million and $110.4 million, respectively. In addition to existing cash and securities, the holding company’s primary source of liquidity consists of dividends from NNY. Dividends from NNY are limited under the insurance company laws of New York.

NNY is required to report RBC under the insurance company laws of New York. RBC is based on a formula calculated by applying factors to various assets, premium and statutory reserve items taking into account the risk characteristics of the insurer, including asset risk, insurance risk, interest rate risk and business risk. The insurance laws give the states explicit regulatory authority to require various actions by, or take various actions against, insurers whose total adjusted capital does not exceed certain RBC levels. NNY has RBC ratios in excess of the minimum levels required by the applicable insurance regulations.

NCNY committed to its insurance regulator to maintain NNY’s Company Action Level RBC at or above 300% and its surplus to policyholder reserves ratio (excluding separate accounts) at or above 3.5% through 2023. As of December 31, 2018, RBC and surplus to reserve ratios were in excess of these levels.

Dividends to the Company from NNY are limited under the insurance company laws of New York. In addition to the statutory limitations on paying dividends, the Company also considers the level of statutory capital and RBC of the entity and other liquidity requirements.

New York Insurance Law allows a domestic stock life insurer to distribute an ordinary dividend where the aggregate amount of such dividend in any calendar year does not exceed the greater of 10% of its surplus to policyholders as of the immediately preceding calendar year or its net gain from operations for the immediately preceding calendar year, not including realized capital gains, not to exceed 30% of its surplus to policyholders as of the immediately preceding calendar year. The foregoing ordinary dividend can only be paid out of earned surplus, which is defined as an insurer’s positive unassigned funds, excluding 85% of the change in net unrealized gains or losses less capital gains tax for the preceding year. Under this section, an insurer cannot distribute an ordinary dividend in the calendar year immediately following a calendar year for which the insurer’s net gain from operations, not including realized capital gains, was negative. If a company does not have sufficient positive earned surplus to pay an ordinary dividend, an ordinary dividend can still be paid where the aggregate amount is the lesser of 10% of its surplus to policyholders as of the immediately preceding calendar year or its net gain from operations for the immediately preceding calendar year, not including realized capital gains. Based on this calculation, NNY could pay a dividend of $95.2 million in 2019. During the year ended December 31, 2018, NNY declared and paid $60.0 million, in dividends to the Company.

NNY may have less flexibility to pay dividends to the parent company if the Company experiences declines in either statutory capital or RBC in the future. As a result of Nassau’s acquisition of the Company, Nassau committed to the NYDFS that it would seek prior approval for any dividends paid by NNY for a period of seven years.

8



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Investments

Investments are recognized in accordance with methods prescribed by the NAIC.

Investments in bonds include public and private placement bonds and mortgage-backed securities. Bonds with an NAIC designation of 1-5 are carried at amortized cost using the scientific method while those with an NAIC designation of 6 are carried at the lower of amortized cost or fair value. Mortgage-backed and structured securities are assigned an NAIC designation in accordance with SSAP No. 43R, Loan-Backed and Structured Securities. Amortized cost for mortgage-backed and structured securities is determined using the scientific method, utilizing anticipated cash flows based upon prepayment assumptions. When actual prepayments differ significantly from anticipated prepayments, the effective yield is recalculated to reflect actual payments to date and any resulting adjustment is included in net investment income. Amortization is adjusted for significant changes in estimated cash flows from the original purchase assumptions.

Redeemable and non-redeemable preferred stock that has a NAIC designation of 1-3 is stated at amortized cost. Those with a designation of 4-6 are carried at the lower of amortized cost or fair value.

Common stock is carried at fair value.

Mortgage loans on real estate are carried at the outstanding principal balance, less any allowances for credit losses.

Contract loans are generally reported at their unpaid balances and are collateralized by the cash values of the related policies.

Short-term investments and cash equivalents are carried at amortized cost. NNY considers highly liquid investments purchased between ninety days and one year of maturity to be short-term investments and highly liquid investments purchased ninety days or less of maturity to be cash equivalents.

Other invested assets primarily include ownership interests in limited partnerships and limited liability companies. Interests in limited partnerships and limited liability companies are carried at cost adjusted for NNY’s equity in undistributed earnings or losses since acquisition, less allowances for other-than-temporary declines in value, based upon audited financial statements in accordance with SSAP No. 48, Joint Ventures, Partnerships and Limited Liability Companies. Recognition of net investment income occurs when cash distributions of income are received.

Investments in affiliates represent direct and indirect ownership in the common stock of subsidiaries.

Home office real estate is generally valued at depreciated cost. Depreciation of real estate is calculated using the straight-line method over the estimated lives of the assets (generally 40 years).

Realized capital gains and losses on investments are determined using the first-in, first-out method. Those realized capital gains and losses resulting from interest rate changes are deferred and amortized to income over the stated maturity of the disposed investment utilizing the Interest Maintenance Reserve (“IMR”) Grouped Method. Unrealized capital gains and losses, resulting from changes in the difference between cost and the carrying value of investments, are reflected in the Statements of Income and Changes in Capital and Surplus.

The Company’s accounting policy requires that a decline in the value of a bond or equity security below its cost or amortized cost basis be assessed to determine if the decline is other-than-temporary. In addition, for securities expected to be sold, an other-than-temporary impairment (“OTTI”) charge is recognized if the Company does not expect the fair value of a security to recover to its cost or amortized cost basis prior to the expected date of sale.

Securities that are in an unrealized loss position are reviewed at least quarterly to determine if an OTTI is present based on certain quantitative and qualitative factors. The primary factors considered in evaluating whether a decline in value for securities not subject to SSAP 43R is other-than-temporary include: (a) the length of time and the extent to which the fair value has been less than cost or amortized cost, (b) changes in the financial condition, credit rating and near-term prospects of the issuer, and (c) whether the debtor is current on contractually obligated payments.

9



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

For securities that are not subject to SSAP 43R, if the decline in value of a bond or equity security is other-than-temporary, a charge is recorded in net realized capital losses equal to the difference between the fair value and cost or amortized cost basis of the security. Credit related other-than-temporary impairment losses are recorded through the AVR while interest related other-than-temporary impairment losses are recorded through the IMR.

For certain securitized financial assets with contractual cash flows (including asset-backed securities), SSAP 43R requires the Company to periodically update its best estimate of cash flows over the life of the security. If management determines that its best estimate of expected future cash flows discounted at the security’s effective yield prior to the impairment are less than its amortized cost, then an OTTI charge is recognized equal to the difference between the amortized cost and the Company’s best estimate of expected future cash flows discounted at the security’s effective yield prior to the impairment. The Company’s best estimate of expected future cash flows discounted at the security’s effective yield prior to the impairment becomes its new cost basis. Estimating future cash flows is a quantitative and qualitative process that incorporates information received from third party sources along with certain internal assumptions and judgments regarding the future performance of the underlying collateral. As a result, actual results may differ from estimates. In addition, if the Company does not have the intent and ability to hold a security subject to the provisions of SSAP 43R until the recovery of value, the security is written down to fair value.

Derivatives

Interest Rate Swaps

An interest rate swap is an agreement between two parties to exchange cash flows in the future. Typically, one of the cash flow streams is based on a fixed interest rate set at the inception of the contract, and the other is a floating rate indexed to a reference rate that resets periodically. At the outset of the contract, generally, there is neither an exchange of cash nor a payment of principal by the parties; hence the term “notional principal.” At each settlement date, the fixed and floating interest rates times the notional principal determine the cash flows to be exchanged, and the resulting net payment amount between these interest cash flows is made from one party to the other.

The Company uses interest rate swaps to hedge against market risks in assets or liabilities from substantial changes in interest rates. In an interest rate swap, the Company agrees with another party (referred to as the counterparty) to exchange cash flows at specified intervals for a set length of time, based on the specified notional principal amount.

The Company uses interest rate swaps to hedge the interest rate risks or the so-called “rho” greek risk exposure (referring to the sensitivity of the fair value of assets and liabilities to changes in interest rates) associated with certain annuity products. These hedges are conducted pursuant to its approved Derivatives Use Plan (“DUP”).

The Company values qualified hedges at cost and changes in the value of these hedges are reflected directly through net investment income. For interest rate swaps used to hedge the cash flow variability or reinvestment risks associated with asset purchases, the impact is reflected through net investment income as the difference between income between bond coupons and swap payments.

The Company has no derivative contracts with financing premiums.

The unrealized gain/(loss) during the period representing equity index options was $0 and $3.2 million as of December 31, 2018 and 2017, respectively.

The Company had no net gain or loss recognized in unrealized gains (losses) during the reporting period resulting from derivatives that no longer qualify for hedge accounting.

The Company had derivatives accounted for as cash flow hedges of forecasted transaction.

10



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)

Net investment income

Net investment income primarily represents interest and dividends received or accrued on bonds, common and preferred stock, short-term investments and real estate. It also includes amortization of any purchase premium or discount using the interest method, adjusted retrospectively for any change in estimated yield-to-maturity. For partnership investments, income is earned when cash distributions of income are received. Investment income due and accrued that is deemed uncollectible is charged against net investment income in the period such determination is made, while investment income greater than 90 days past due is non-admitted and charged directly to surplus. There was $0.3 million and $0.2 million due and accrued investment income non-admitted at December 31, 2018 and 2017, respectively.

Non-admitted assets

In accordance with regulatory requirements, certain assets, including certain receivables, certain investments in limited liability companies, certain deferred tax assets, prepaid expenses and furniture and equipment, are not allowable and must be charged against surplus and are reported in the Statements of Income and Changes in Capital and Surplus. Total non-admitted assets at December 31, 2018 and 2017 were $44.7 million and $68.6 million, respectively. Changes for the years ended December 31, 2018 and 2017 were decreases of $23.9 million and $110.9 million, respectively.

Separate accounts

Separate account assets and liabilities are funds maintained in accounts to meet specific investment objectives of contractholders who bear the investment risk. Investment income and investment gains and losses accrue directly to such contractholders. The assets of each account are legally segregated and are not subject to claims that arise out of any other business of NNY. The assets are carried at fair value and the liabilities are set equal to the assets. Net investment income and realized investment gains and losses for these accounts are excluded from revenues, and the related liability increases are excluded from benefits and expenses. Amounts assessed to the contractholders for management services are included in revenues.

Appreciation or depreciation of NNY’s interest in the separate accounts, including undistributed net investment income, is reflected in net investment income. Contractholders’ interests in net investment income and realized and unrealized capital gains and losses on separate account assets are not reflected in net income.

NNY’s separate account products include variable annuities and variable life insurance contracts. Many of NNY’s variable annuity contracts offer various guaranteed minimum death, accumulation, withdrawal and income benefits. The Company currently reinsures a significant portion of the death benefit guarantees associated with its in-force block of business. Reserves for the guaranteed minimum death, accumulation, withdrawal and income benefits are determined in accordance with Actuarial Guideline 43.

Insurance liabilities

Benefit and loss reserves, included in reserves for future policy benefits, are established in amounts adequate to meet estimated future obligations on policies in force. Benefits to policyholders are charged to operations as incurred.

Reserves for future policy benefits are determined using assumed rates of interest, mortality and morbidity consistent with statutory requirements. Most life insurance reserves for which the 1958 CSO and 1980 CSO mortality tables are used as the mortality basis are determined using a modified preliminary term reserve method. The net level premium method is used in determining life insurance reserves based on earlier mortality tables. For certain products issued on or after January 1, 2000, NNY adopted the 20 year select factors in the NAIC Valuation of Life Insurance Policies Model Regulation for both the basic and the deficiency reserve, and NNY’s X factors for the deficiency reserve.

Claim and loss liabilities, included in reserves for future policy benefits, are established in amounts estimated to cover incurred losses. These liabilities are based on individual case estimates for reported losses and estimates of unreported losses based on past experience.

11



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)

Fees associated with separate accounts and other miscellaneous income

Fees consist of contract charges assessed against the fund values and are recognized, when earned.

Premium income and related expenses

Generally, premium income and annuity considerations are recognized as income when due. Related underwriting expenses, commissions and other costs of acquiring the policies and contracts are charged to operations as incurred. For certain deposit-type variable contracts in the accumulation stage, NNY reports deposits as revenues and withdrawals as benefits. This method of reporting applies to deposits and withdrawals for both general account activity and transfers to/from the separate accounts.

Stockholder dividends

During 2018 and 2017, the Company paid cash dividends of $60.0 million and $20.0 million, respectively, to its parent, Nassau.

New York Insurance Law allows a domestic stock life insurer to distribute an ordinary dividend where the aggregate amount of such dividend in any calendar year does not exceed the greater of 10% of its surplus to policyholders as of the immediately preceding calendar year or its net gain from operations for the immediately preceding calendar year, not including realized capital gains, not to exceed 30% of its surplus to policyholders as of the immediately preceding calendar year. The foregoing ordinary dividend can only be paid out of earned surplus, which is defined as an insurer’s positive unassigned funds, excluding 85% of the change in net unrealized gains or losses less capital gains tax for the preceding year. An insurer cannot distribute an ordinary dividend in the calendar year immediately following a calendar year for which the insurer’s net gain from operations, not including realized capital gains, was negative. If a company does not have sufficient positive earned surplus to pay an ordinary dividend out of §4207(a)(2), an ordinary dividend may still be payable under §4207(a)(3) of the New York Insurance Law. Under §4207(a)(3), a dividend can be paid where the aggregate amount is the lesser of 10% of its surplus to policyholders as of the immediately preceding calendar year or its net gain from operations for the immediately preceding calendar year, not including realized capital gains. Based on these calculation, for 2019, the Company can pay dividends of $95.2 million if allowed by the NYDFS.

Reinsurance

NNY utilizes reinsurance agreements to provide for greater diversification of business, allow management to control exposure to potential losses arising from large risks and provide additional capacity for growth. Reinsurance arrangements do not relieve the Company as primary obligor for policyholder liabilities.

Assets and liabilities related to reinsurance ceded contracts are reported on a net basis.

Policyholder dividends

Certain life insurance policies contain dividend payment provisions that enable the policyholder to participate in the earnings of NNY. The amount of policyholder dividends to be paid is determined annually by NNY’s Board of Directors. The aggregate amount of policyholder dividends is related to the actual interest, mortality, morbidity and expense experience for the year and NNY’s judgment as to the appropriate level of statutory surplus to be retained (see Note 3 – “Significant Transactions, Closed Block”).

Income taxes

The Company is included in the consolidated federal income tax return of NCNY and its subsidiaries. The method of allocation among affiliates of the Company is subject to written agreement approved by the Board of Directors and based upon separate return calculations with current credit for net losses to the extent the losses provide a benefit in the consolidated tax return.

12



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)

Deferred income taxes result from temporary differences between the tax basis of assets and liabilities and their recorded amounts for financial reporting purposes. Deferred tax assets are admitted in accordance with the admissibility test prescribed by SSAP 101. The change in deferred tax is recorded as a component of surplus.

Employee benefit plans

NCNY sponsors a non-contributory, defined benefit pension plan. Retirement benefits are a function of both years of service and level of compensation. NCNY also sponsors a non-qualified supplemental defined benefit plan to provide benefits in excess of amounts allowed pursuant to the Internal Revenue Code. NCNY’s funding policy is to contribute annually an amount equal to at least the minimum required contribution in accordance with minimum funding standards established by the Employee Retirement Income Security Act of 1974 (“ERISA”). NCNY also provides certain health care and life insurance benefits for active employees.

In addition to its defined benefit plans, NCNY historically provided certain health care and life insurance benefits to eligible retired employees, spouses and other eligible dependents. In September 2018, participants in the plan were notified that benefits under the plan will be terminated effective January 1, 2019.

The Company participates in a qualified, noncontributory defined benefit pension plan and a non-qualified supplemental defined benefit plan sponsored by its parent, NCNY. For purposes of statutory accounting, the Company has no legal obligation for benefits under these plans. The Company’s share of net expenses for these plans was $8.4 million and $38.9 million for 2018 and 2017, respectively. The decrease in 2018 was due to higher pension contributions made in 2017.

Nassau Re employees are covered by a qualified defined contribution plan sponsored by the Company’s parent, NCNY. Effective January 1, 2018, NCNY’s match percentage was changed to dollar for dollar to a maximum of 5% of eligible 401(k) earnings. Previously, contributions made by employees were matched, up to 150% on the first 6% of base compensation. The Company’s contribution for the plan was $0.8 million and $1.3 million for 2018 and 2017, respectively.

The Company historically provided certain other postretirement benefits to retired employees through a plan sponsored by its parent, NCNY. For purposes of statutory accounting, the Company has no legal obligation for benefits under this plan. The Company had a net benefit of $18.6 million and a net expense of $0.3 million for 2018 and 2017, respectively. 2018 included the impact from a curtailment of benefits.

Applicable information regarding the actuarial present value of vested and non-vested accumulated plan benefits and the net assets of the plans available for benefits is omitted, as the information is not separately calculated for NNY’s participation in the plans. NCNY, the plan sponsor, establishes an accrued liability and charges any applicable employee benefit expenses to NNY through a cost allocation process. Effective March 31, 2010, all benefit accruals under the funded and unfunded defined benefit plans were frozen.

ASO Uninsured portion of partially insured plans

The total net expense, loss from operations and claim payment volume from the Administrative Services Only (“ASO”) uninsured portion of partially insured plans was insignificant for the year ended December 31, 2018.

Surplus

The portion of unassigned surplus represented or (reduced) by cumulative unrealized gains (losses) was $97.8 million and $89.8 million as of December 31, 2018 and 2017, respectively.

Pursuant to SSAP No. 72, Surplus and Quasi-Reorganizations, in accordance with the change in control discussed in Footnote 1, the Company reclassified its negative unassigned surplus balance of $896.9 million to gross paid-in and contributed surplus as of June 30, 2016, which had the effect of setting the Company’s statutory unassigned surplus to zero as of this date. This change in accounting was approved by the NYDFS. This change had no immediate impact on dividend capacity and no impact to risk based capital.

13



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)

Non-cash items

The Statements of Cash Flows exclude non-cash items, such as the following:

Non-cash investment transactions, such as tax-free exchanges;
 
Accretion of amortization or accrual of discount for investments;
 
Depreciation expense;
 
Inception Modified coinsurance (“MODCO”) reinsurance adjustments, including inception ceded/assumed premium amounts; and
 
Accruals of capital contributions approved by the domiciliary commissioner.

The Statements of Cash Flows exclude the following significant non-cash items for the years ended December 31, 2018 and 2017:

$79.7 million and $24.7 million of non-cash investment exchanges as of December 31, 2018 and 2017, respectively.

3. Significant Transactions

Closed block

On the date of demutualization, NNY established the closed block for the benefit of holders of certain individual participating life insurance policies and annuities of NNY for which NNY had a dividend scale payable at the time of demutualization. Assets were allocated to the closed block in an amount that will produce cash flows which, together with anticipated revenues from the policies included in the closed block, are reasonably expected to be sufficient to support obligations and liabilities relating to these policies. This includes, but is not limited to, provisions for the payment of claims and certain expenses and taxes, and to provide for the continuation of policyholder dividend scales in effect at the time of demutualization, if the experience underlying such dividend scales continues, and for appropriate adjustments in such scales if such experience changes. The closed block assets, the cash flows generated by the closed block assets and the anticipated revenues from the policies in the closed block will benefit only the holders of the policies in the closed block. To the extent that, over time, cash flows from the assets allocated to the closed block and claims and other experience related to the closed block are, in the aggregate, more or less favorable than what was assumed when the closed block was established, total dividends paid to closed block policyholders in the future may be greater than or less than the total dividends that would have been paid to these policyholders if the policyholder dividend scales in effect at the time of demutualization had been continued. Any cash flows in excess of amounts assumed will be available for distribution over time to closed block policyholders and will not be available to stockholders. If the closed block has insufficient funds to make guaranteed policy benefit payments, such payments will be made from assets outside of the closed block. The closed block will continue in effect as long as any policy in the closed block remains in force.

The excess of closed block liabilities over closed clock assets at the effective date of the demutualization represents the estimated maximum future earnings from the closed block expected to result from operations attributed to the closed block after income taxes. Earnings of the closed block are recognized in income over the period the policies and contracts in the closed block remain in force. Management believes that over time the actual cumulative earnings of the closed block will approximately equal the expected cumulative earnings due to the effect of dividend changes. If, over the period the closed block remains in existence, the actual cumulative earnings of the closed block are greater than the expected cumulative earnings of the closed block, NNY will pay the excess of the actual cumulative earnings of the closed block over the expected cumulative earnings to closed block policyholders as additional policyholder dividends unless offset by future unfavorable experience of the closed block. If over such period, the actual cumulative earnings of the closed block are less than the expected cumulative earnings of the closed block, NNY will recognize only the actual earnings in income.

14



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)

The principal cash flow items that affect the amount of closed block assets and liabilities are premiums, net investment income, purchases and sales of investments, policyholders’ benefits, policyholder dividends, premium taxes and income taxes. The principal income and expense items excluded from the closed block are management and maintenance expenses, commissions, and investment income and realized investment gains and losses of investment assets outside the closed block that support the closed block business.

4. Investments

Information pertaining to NNY’s investments, net investment income and capital gains and losses on investments follows.

Bonds, common stock and preferred stock

The carrying value and fair value of investments in bonds, common and preferred stock as of December 31, 2018 were as follows:

Gross Gross
Carrying Unrealized Unrealized Fair
     Value      Gains      Losses      Value
(in thousands)
U.S. government $      208,346 $      8,074 $      (1,131 ) $      215,289
All other governments 77,571 2,693 (742 ) 79,522
States, territories and possessions 40,594 2,328 (651 ) 42,271
Political subdivisions of states, territories
       and possessions 67,174 3,254 (481 ) 69,947
Special revenue 495,300 24,727 (4,214 ) 515,813
Industrial and miscellaneous (unaffiliated) 4,219,702 107,656 (138,222 ) 4,189,136
Parent, subsidiaries and affiliates 14,575 206 (2,159 ) 12,622
Hybrid securities 230,896 1,716 (21,254 ) 211,358
Mortgage-backed and asset-backed securities 1,858,782 21,106 (41,138 ) 1,838,750
Total bonds $ 7,212,940 $ 171,760 $ (209,992 ) $ 7,174,708
 
Preferred stock $ 125,947 $ 3,283 $ (1,349 ) $ 127,881
Common stock $ 58,649 $ $ $ 58,649

15



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)

The carrying value and fair value of investments in bonds, common and preferred stock as of December 31, 2017 were as follows:

Gross Gross
Carrying Unrealized Unrealized Fair
     Value      Gains      Losses      Value
(in thousands)
U.S. government $     51,096 $     1,635 $     (195 ) $     52,536
All other governments 85,583 7,863 (15 ) 93,431
States, territories and possessions 40,279 4,372 44,651
Political subdivisions of states, territories
       and possessions 76,767 6,212 (317 ) 82,662
Special revenue 405,636 36,097 (781 ) 440,952
Industrial and miscellaneous (unaffiliated) 4,808,975 301,016 (25,367 ) 5,084,624
Parent, subsidiaries and affiliates 13,331 1,121 (348 ) 14,104
Hybrid securities 159,833 2,742 (3,492 ) 159,083
Mortgage-backed and asset-backed securities 1,776,289 37,353 (7,093 ) 1,806,549
Total bonds $ 7,417,789 $ 398,411 $ (37,608 ) $ 7,778,592
 
Preferred stock $ 124,890 $ 5,671 $ $ 130,561
Common stock $ 49,416 $ $ $ 49,416

The gross unrealized capital gains (losses) on bonds and preferred stock were not reflected in surplus for the years ended December 31, 2018 and 2017.

The aging of temporarily impaired general account debt securities as of December 31, 2018 was as follows:

Less than 12 months Greater than 12 months Total
Fair Unrealized Fair Unrealized Fair Unrealized
   Value    Losses    Value    Losses    Value    Losses
(in thousands)
Debt Securities
U.S. government $   64,366 $   (870 ) $   6,548 $   (261 ) $   70,914 $   (1,131 )
All other governments 31,770 (729 ) 1,987 (13 ) 33,757 (742 )
States, territories and possessions 15,852 (650 ) 99 (1 ) 15,951 (651 )
Political subdivisions 7,842 (278 ) 6,174 (203 ) 14,016 (481 )
Special revenue 116,932 (2,588 ) 27,110 (1,626 ) 144,042 (4,214 )
Industrial and miscellaneous (unaffiliated) 2,049,886 (106,405 ) 306,222 (31,817 ) 2,356,108 (138,222 )
Parent, subsidiaries and affiliates 11,306 (2,159 ) 11,306 (2,159 )
Hybrid securities 118,938 (12,725 ) 66,708 (8,529 ) 185,646 (21,254 )
Mortgage-backed and asset-backed securities 715,785 (22,243 ) 489,872 (18,895 ) 1,205,657 (41,138 )
Total bonds $ 3,132,677 $ (148,647 ) $ 904,720 $ (61,345 ) $ 4,037,397 $ (209,992 )
Number of positions at unrealized loss 943 306 1,249
 
Preferred stock $ 50,298 $ (1,349 ) $ $ $ 50,298 $ (1,349 )

16



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)

The Company reported $19.6 million and $12.4 million of gross unrealized gains and $2.0 million and $3.2 million of gross unrealized losses related to common stock for the periods ended December 31, 2018 and 2017, respectively, which reflected the difference between cost and fair value for common stock. For the period ended December 31, 2018, the fair value of common stock securities in a continuous unrealized loss position for less than 12 months was $6.4 million with unrealized losses of $0.5 million and the fair value of common stock securities in a continuous unrealized loss position for greater than 12 months was $2.5 million with unrealized losses of $1.5 million.

At December 31, 2018, there are 30 below investment grade debt securities that have been in an unrealized loss position for greater than 12 months. Below investment grade unrealized losses greater than 12 months are $10.7 million. Available-for-sale securities in an unrealized loss position for over 12 months consisted of 306 securities. Unrealized losses were not recognized in earnings on these debt securities since the Company neither intends to sell the securities nor do we believe that it is more likely than not that it will be required to sell these securities before recovery of their amortized cost basis. Additionally, based on a security-by-security analysis, we expect to recover the entire amortized cost basis of these securities. In our evaluation of each security, management considered the actual recovery periods for these securities in previous periods of broad market declines. For securities with significant declines, individual security level analysis was performed, which considered any credit enhancements, expectations of defaults on underlying collateral and other available market data, including industry analyst reports and forecasts. Although there may be sustained losses for greater than 12 months on these securities, additional information was obtained related to company performance which did not indicate that the additional losses were other-than-temporary.

The aging of temporarily impaired general account debt securities as of December 31, 2017 was as follows:

Less than 12 months Greater than 12 months Total
   Fair    Unrealized    Fair   Unrealized    Fair   Unrealized
Value Losses Value Losses Value Losses
(in thousands)
Debt Securities
U.S. government $   2,962 $   (41 ) $   4,522 $   (154 ) $   7,484    $   (195 )
All other governments 1,985 (15 ) 1,000 2,985 (15 )
States, territories and possessions
Political subdivisions 2,465 (14 ) 5,944 (303 ) 8,409 (317 )
Special revenue 13,148 (49 ) 15,927 (732 ) 29,075 (781 )
Industrial and miscellaneous (unaffiliated) 239,872 (8,422 ) 198,295 (16,945 ) 438,167 (25,367 )
Parents, subsidiaries and affiliates 6,288 (348 ) 6,288 (348 )
Hybrid securities 50,561 (830 ) 32,138 (2,662 ) 82,699 (3,492 )
Mortgage-backed and asset-backed securities 397,801 (2,882 ) 205,274 (4,211 ) 603,075 (7,093 )
Total bonds $ 715,082 $ (12,601 ) $ 463,100 $ (25,007 ) $ 1,178,182 $ (37,608 )
Number of positions at unrealized loss 260 143 403
 
Preferred stock $ $ $ $ $ $

For the period ended December 31, 2017, the fair value of common stock securities in a continuous unrealized loss position for less than 12 months was $6.4 million with unrealized losses of $0.4 million. The Company had $9.6 million common stock securities in a continuous unrealized loss position for greater than 12 months with unrealized losses of $2.8 million.

For the period ended December 31, 2017, there are 26 below investment grade debt securities that have been in an unrealized loss position for greater than 12 months, and below investment grade unrealized losses greater than 12 months are $8.8 million.

17



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

As of December 31, 2017, available-for-sale securities in an unrealized loss position for over 12 months consisted of 143 securities. Unrealized losses were not recognized in earnings on these debt securities since the Company neither intends to sell the securities nor do we believe that it is more likely than not that it will be required to sell these securities before recovery of their amortized cost basis. Additionally, based on a security-by-security analysis, we expect to recover the entire amortized cost basis of these securities. In our evaluation of each security, management considered the actual recovery periods for these securities in previous periods of broad market declines. For securities with significant declines, individual security level analysis was performed, which considered any credit enhancements, expectations of defaults on underlying collateral and other available market data, including industry analyst reports and forecasts. Although there may be sustained losses for greater than 12 months on these securities, additional information was obtained related to company performance which did not indicate that the additional losses were other-than-temporary.

The carrying value and fair value of bonds as of December 31, 2018 by maturity are shown below.

            Carrying       Fair
Value Value
(in thousands)
Due in one year or less. $ 344,026 $ 348,271
Due after one year through five years 1,421,544 1,438,389
Due after five years through ten years 2,602,359 2,559,455
Due after ten years 2,845,011 2,828,593
Total $       7,212,940 $       7,174,708

Corporate bonds are shown based on contractual maturity or contractual sinking fund payments. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties, or NNY may have the right to put or sell the obligations back to the issuers. Mortgage and asset-backed securities (“ABS”) are not due at a single maturity date and therefore are shown based on the expected cash flows of the underlying loans, which includes estimates of anticipated future prepayments.

The carrying values of securities impaired during the year were $7.4 million and $24.0 million as of December 31, 2018 and 2017, respectively. OTTIs were $11.4 million and $16.2 million in 2018 and 2017, respectively.

Internal and external prepayment models, which are widely accepted by the industry, are used in calculating the effective yield used in determining the carrying value of mortgage-backed and asset-backed securities. The retrospective method is applied in determining the prepayment adjustment.

Loan-backed securities

The Company has elected to use the book value as of January 1, 1994 as the cost for applying the retrospective adjustment method to securities purchased prior to that date, where historical cash flows are not readily available.

Prepayment assumptions for loan-backed structured securities were obtained from industry prepayment models or internal estimates. These assumptions are consistent with current interest rates and the economic environment. The retrospective adjustment method is used to value these securities.

As of December 31, 2018, the Company had no OTTI recognized because the present value of cash flows expected to be collected is greater than the amortized cost basis of the securities.

18



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Real estate and mortgage loans

Real estate, which represents the home office used in Nassau’s operations, carried net of accumulated depreciation and encumbrances, as of December 31 is summarized below:

            2018       2017
(in thousands)
Real estate $ 30,232 $ 30,916
Total real estate $       30,232 $      30,916

The Company invests in mortgage loans that are collateralized by commercial properties, including multi-family residential buildings, which are managed as a single class of commercial mortgage loans. Mortgage loans are stated at original cost, net of principal payments and amortization. The Company segregates its portfolio by property type and geographic location. As of December 31, 2018 and 2017, the Company had $268.7 million and $90.9 million, respectively, in mortgage loans. The allowance for loans at December 31, 2018 was $0.5 million. There was no allowance for loan losses at December 31, 2017.

The following tables reflect the distribution of mortgage loans by property type as of December 31:

            2018       2017
(in millions)
Industrial $ 13.5 $ 13.8
Multifamily 53.9 29.7
Office 58.4 15.8
Retail 58.4 20.4
Self-storage 11.0 11.2
Warehouse 53.2
Other 20.8
Total mortgage loans 269.2 90.9
       Less: Valuation allowance 0.5
Net mortgage loans $       268.7 $       90.9

The following tables reflect the distribution of mortgage loans by geographic region as of December 31:

            2018       2017
(in millions)
East North Central $ 37.1 $ 15.1
Middle Atlantic 10.2
Mountain 37.1 7.5
New England 3.2
Pacific 83.2 23.4
South Atlantic 51.4 34.4
West North Central 6.2
West South Central 40.8 10.5
Total mortgage loans 269.2 90.9
       Less: Valuation allowance 0.5
Net mortgage loans $       268.7 $       90.9

19



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

To monitor credit quality, the Company primarily uses RBC code, which is the risk category used in the RBC calculation that is based on debt service coverage ratio and loan-to-value. The codes range from CM1 to CM7, with CM1 being the most stable. The Company holds $243.3 million CM1 loans and $25.9 million CM2 loans as of December 31, 2018. The Company held $84.9 million CM1 loans and $6.0 million CM2 loans as of December 31, 2017. All loans held at December 31, 2018 were issued during 2017 or 2018 and therefore have limited history. The maximum percentage of any one loan to the value of the collateral security at the time of the loan, exclusive of insured, guaranteed or purchase money mortgages, acquired during 2018 was 75%. As of December 31, 2018, all loans were current.

During 2018, the minimum and maximum lending rates for mortgage loans were 4.0% and 6.0% respectively. There were no taxes, assessments, or amounts advanced not included in the mortgage loan total. There were no impairments on mortgage loans or any loans derecognized as a result of foreclosure and there was no allowance for loan losses for the year ended December 31, 2018.

Other invested assets

Other invested assets as of December 31 are summarized below:

      2018       2017
(in thousands)
Private equity $ 265,511 $ 272,230
Mezzanine partnerships 148,320 163,503
Infrastructure funds 27,611 30,383
Hedge funds 6,980 7,775
Leverage leases 1,875
Mortgage and real estate 898 2,482
Direct equity 141,727 117,204
Credit funds 8,432
Other alternative assets 15,436 15,660
Total other invested assets $       614,915 $       611,112

The Company has unfunded commitments related to its investments in limited partnerships in the amount of $152.3 million and $206.6 million as of December 31, 2018 and 2017, respectively. The Company has no investments in joint ventures, partnerships or limited liability companies that exceed 10% of its admitted assets.

Derivative instruments

Derivative instruments as of December 31 are summarized below:

            2018       2017
(in thousands)
Swaps:
Notional amount $       75,000 $       —
Fair value $ 1,951 $
Carrying value $ $

20



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

NNY is exposed to credit risk in the event of nonperformance by counterparties to these financial instruments. NNY does not expect its counterparties to fail to meet their financial obligations because the Company contracts with highly rated counterparties. The credit exposure of these instruments is the positive market value at the reporting date. Management of NNY considers the likelihood of any material loss due to credit risk on these guarantees, interest rate swaps or floors to be remote.

Restricted assets

Restricted assets (including pledged) relate mainly to statutory requirements of various jurisdictions, FHLB Stock and derivative collateral pledged as collateral. Restricted assets were $8.0 million and $5.3 million as of December 31, 2018 and 2017, respectively. These are included as assets on the Statements of Admitted Assets, Liabilities, and Capital and Surplus.

The Company is a member of the Federal Home Loan Bank (“FHLB”) of Boston. Membership with the FHLB is part of the Company’s strategy to access funds to support various spread-based businesses and enhance liquidity management. The Company has determined the estimated maximum borrowing capacity as $598.0 million. The Company calculated this amount in accordance with New York Consolidated Laws, Insurance Law - ISC § 1411. Authorization of, and Restrictions on, 1nvestments, whereby the loan shall not exceed, when the loan is made,5% of its admitted assets as shown by its last sworn statement to the superintendent. In 2018, the Company did not conduct business activity (borrowing) with the FHLB and did not pledge any assets to the FHLB. The Company owned $3.4 million of FHLB capital stock as of December 31, 2018, which was not eligible for redemption.

5GI Securities

NAIC 5GI is assigned by an insurance company to certain obligations that meet all of the following criteria: (1) documentation necessary to permit a full credit analysis of a security by the NAIC Securities Valuation Office (“SVO”) does not exist or an NAIC Credit Rating Provider (“CRP”) credit rating for a Filing Exemption (“FE”) or Private Letter (“PL”) security is not available; and (2) the issuer or obligor is current on all contracted interest and principal payments; and (3) the insurer has an actual expectation of ultimate payment of all contracted interest and principal.

5GI securities as of December 31 are summarized below:

            Number of 5GI Securities       Aggregate BACV       Aggregate Fair Value
Current       Prior Current       Prior Current       Prior
Investment Year Year Year Year Year Year
(in thousands)
(1) Bonds - Amortized Cost 30 20 $ 13,676 $ 8,675 $ 13,205 $ 7,434
(2) Loan-backed and structured
       securities - Amortized Cost 3 53 43
(3) Preferred Stock - Amortized Cost
(4) Preferred Stock - Fair Value
(5) Total (1+2+3+4) 30 23 $       13,676 $       8,728 $       13,205 $       7,477

21



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Concentrations of credit risk of financial instruments

Credit exposure related to issuers and derivatives counterparties is inherent in investments and derivative contracts with positive fair value or asset balances. We manage credit risk through the analysis of the underlying obligors, issuers and transaction structures. We review our debt security portfolio regularly to monitor the performance of obligors and assess the stability of their credit ratings. We also manage credit risk through industry and issuer diversification and asset allocation. We classify debt securities into investment grade and below-investment-grade securities based on ratings prescribed by the NAIC. In a majority of cases, these classifications will coincide with ratings assigned by one or more Nationally Recognized Statistical Rating Organizations (“NRSROs”); however, for certain structured securities, the NAIC designations may differ from NRSRO designations based on the amortized cost of the securities in our portfolio. Maximum exposure to an issuer or derivative counterparty is defined by quality ratings, with higher quality issuers having larger exposure limits. As of December 31, 2018, we were not exposed to the credit concentration risk of any issuer other than U.S. government and government agencies backed by the faith and credit of the U.S. government, defined as exposure greater than 10% of total admitted assets. The top five largest exposures were Burlington Northern & Santa Fe, Wells Fargo Bank NA, AT&T Inc., Verizon Communications Inc. and Walgreens. We monitor credit exposures by actively monitoring dollar limits on transactions with specific counterparties. We have an overall limit on below-investment-grade rated issuer exposure. Additionally, the creditworthiness of counterparties is reviewed periodically. We use ISDA Master Agreements with derivative counterparties which may include Credit Support Annexes with collateral provisions to reduce counterparty credit exposures. To further mitigate the risk of loss on derivatives, we only enter into contracts in which the counterparty is a financial institution with a rating of A or higher from at least one NRSRO.

Net investment income

The principal components of net investment income for the years ended December 31 were as follows:

            2018       2017
(in thousands)
Bonds $ 348,400 $ 358,172
Contract loans 175,413 175,797
Cash and short-term investments 588 2,004
Real estate, net of expenses 1,312 1,222
Preferred stock 7,496 9,078
Common stock 18 921
Mortgage loans 8,714 1,184
Other invested assets 59,449 87,261
Derivative instruments. 423
Miscellaneous income 1,968 1,422
Amortization of interest maintenance reserve ("IMR") 14,478 13,813
Less:
       Interest expense 9,086 9,086
       Other investment expenses 21,026 16,616
Net investment income       588,147      625,172

For the year ended December 31, 2018, the Company had 34 securities called or redeemed by the issuer, resulting in income from prepayment penalties and acceleration fees of $4.8 million.

22



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Capital gains and losses

The principal components of realized gains (losses) and changes in unrealized capital gains (losses) on investments for the years ended December 31 were as follows:

            Realized       Change in Unrealized
2018       2017 2018       2017
(in thousands)
Bonds $ 2,054 $ 29,056 $ (1,252 ) $ 822
Preferred stock 364 (454 ) (2,474 ) (184 )
Common stock (235 ) 1,820 8,413 1,449
Mortgage loans (540 )
Other invested assets (63 ) (1,660 ) 26,851 (1,290 )
Derivative instruments (4,108 ) 3,173
Foreign exchange (370 ) (195 ) (54 ) 264
Miscellaneous (640 ) (135 )
  570 24,324 31,484 4,234
Income tax benefit (expense)       (1,562 )       (18,071 ) (6,612 ) (1,482 )
Net capital gains (losses) $ (992 ) $ 6,253 $       24,872 $       2,752

Realized losses for 2018 include impairments of $11.4 million, including impairments on bonds of $5.8 million, common stock of $5.6 million, preferred stock of $0 and other invested assets of $0. Realized losses for 2017 include impairments of $16.2 million, including impairments on bonds of $10.1 million, common stock of $4.1 million, preferred stock of $0.4 million and other invested assets of $1.6 million.

The proceeds and related gross realized gains and losses from sales of stocks and bonds, for the years ended December 31 were as follows:

            2018       2017
(in thousands)
Proceeds from sales $       1,454,353 $       3,152,621
Gross gains on sales 21,989 115,961
Gross losses on sales 25,652 19,352

5. Investments in Affiliates

In 2018, The Company formed an investment subsidiary, Nassau 2018 CFO Fund, LLC. The Company uses the “look through” process, per Paragraph 26 of SSAP No. 97, Investments in Subsidiary, Controlled and Affiliated Entities, to admit the underlying assets of the subsidiary. The Company’s other subsidiary, PM Holdings, has no underlying value ascribed to it. There was no subsidiary equity that was non-admitted as of December 31, 2018 and 2017.

23



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

6. Reserves for Future Policy Benefits

The basis of assumptions for NNY’s major categories of reserves for future policy benefits and claims and settlements as of December 31 is summarized below:

            2018       2017
(in thousands)
Life insurance:
       American Experience, 2.5% to 4.0% $ 1,532 $ 1,906
       1941 CSO, 2.25% to 4.0% 100,855 112,278
       1958 CSO, 2.0% to 6.0% 1,541,961 1,621,301
       1980 CSO, <4.5% to 6.0% 2,964,819 3,070,302
       1980 CSO Select, 4.5%. 38,718 39,383
       1980 CSO, 3.5% to 4.5% 4,444,192 4,493,999
       2001 CSO 4.0% to 4.25% 56,642 53,483
       Various 18,384 23,794
       Total life insurance $       9,167,103 $       9,416,446
 
Annuities 218,710 229,399
 
Claim and loss liabilities:
       Disability 31,496 34,829
       Accident and health. 35,621 38,952
       Total claim and loss liabilities 67,117 73,781
Subtotal 9,452,930 9,719,626
Supplementary contracts with life contingencies 83,999 83,665
All other 7,382 13,536
Total before reinsurance ceded 9,544,311 9,816,827
Less: Reinsurance ceded 352,591 365,817
Reserves for future policy benefits $ 9,191,720 $ 9,451,010

NNY waives deduction of deferred fractional premiums upon death of the insured and returns any portion of the final premium beyond date of death. Surrender values promised in excess of legally computed reserves have been included in miscellaneous reserves.

For a policy on which the substandard extra premium is based upon a multiple of standard mortality, the substandard extra reserve is based upon the excess of such multiple over standard mortality. For a policy carrying a flat extra premium, the extra reserve is one half of the flat extra premium.

The amount of individual insurance in force as of December 31, 2018 and 2017 for which the net premium exceeded the gross premium was $0.8 billion and $0.9 billion, respectively. As of December 31, 2018 and 2017, the Company carried an associated premium deficiency reserve of $4.3 million and $5.1 million, respectively, included in reserves for future policy benefits. Anticipated investment income was utilized in the calculation.

Tabular cost has been determined from the basic data for the calculation of policy reserves. Tabular less actual reserves released has been determined from the basic data for the calculation of reserves and reserves released. Tabular interest has been determined from the basic data for the calculation of policy reserves.

24



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Withdrawal characteristics

Withdrawal characteristics of annuity actuarial reserves and deposit liabilities as of December 31 are as follows:

2018 2017
    (in thousands)     % of total     (in thousands)     % of total
Subject to discretionary withdrawal - with market value adjustment:
- with market value adjustment $      23,828 2 % $      25,711 2 %
- at book value less surrender charge of 5% or more 14            — %           — %
- at market value 295,527 28 %         366,186 32 %
Subtotal 319,369 30 % 391,897 34 %
 
Subject to discretionary withdrawal - without adjustment:
- at book value (minimal or no charge or adjustment) 615,585 57 % 624,573 54 %
Not subject to discretionary withdrawal 137,334 13 % 145,343 12 %
Total annuity actuarial reserves and deposit fund liabilities    1,072,288 100 % 1,161,813 100 %
Less: Reinsurance ceded 9,547 9,819
Total annuity actuarial reserves and deposit fund liabilities,
net of reinsurance
$ 1,062,741 $ 1,151,994

Reinsurance with unauthorized companies

NNY has ceded insurance liabilities to insurers not licensed in the State of New York. To the extent such liabilities are not collateralized, New York insurance regulators require the establishment of a liability through a charge to surplus equal to the ceded liabilities placed with such companies. These liabilities were $0.6 million and $2.4 million as of December 31, 2018 and 2017, respectively, and are included in accrued expenses and general liabilities.

Reinsurance agreements with affiliates

PHL has a treaty in force with the Company, whereby NNY has assumed, on a 90% coinsurance basis, all Phoenix Accumulator Universal Life III and IV sold by PHL from January 1 to December 31, 2008. The reserves ceded to NNY for these policies were $76.5 million and $75.5 million at December 31, 2018 and 2017, respectively.

Effective June 30, 2015, the Company entered into a MODCO reinsurance agreement with PHL. This agreement provides that the Company will retrocede, and PHL will reinsure, 80% of the inforce GEO corporate-owned whole life insurance policies assumed by the Company from a third-party. Under MODCO, the assets, which are equal to the statutory reserves held for the reinsured policies, and liabilities associated with the assumed business are retained by the Company, and PHL will receive the economic risks and rewards related to the assumed business through MODCO adjustments. PHL, having the right of offset, has offset the MODCO asset and liability.

Direct business written and reinsurance assumed and ceded

As is customary practice in the insurance industry, NNY assumes and cedes reinsurance as a means of diversifying underwriting risk.

25



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

NNY’s reinsurance program varies based on the type of risk, for example:

For business sold prior to December 31, 2010, the Company’s retention limit on any one life is $10 million for single life and joint first-to-die policies and $12 million for joint last-to-die policies. Beginning January 1, 2011, the Company’s retention limit on new business is $5 million for single life and joint first-to-die policies and $6 million for second-to-die policies.
 
NNY cedes up to 80% on policies in its term life insurance.

Additional information on direct business written and reinsurance assumed and ceded for the years ended December 31 is set forth below:

    2018     2017
(in thousands)
Direct premiums and annuity considerations $      367,246 $      399,472
Reinsurance assumed - non-affiliate 8,848 9,072
Reinsurance assumed - affiliate 23,037 44,953
Reinsurance ceded - non-affiliate (140,863 ) (150,056 )
Reinsurance ceded - affiliate (6,292 ) (6,830 )
Net premiums and annuity considerations $ 251,976 $ 296,611
 
Direct commission s and expense allowance. $ 3,840 $ 4,444
Reinsurance assumed - non-affiliate 324 595
Reinsurance assumed - affiliate 1,634 2,467
Reinsurance ceded - non-affiliate (5,791 ) (6,327 )
Reinsurance ceded - affiliate (7,400 ) (7,058 )
Net commissions and expense allowance $ (7,393 ) $ (5,879 )
 
Direct policy and contract claims incurred $ 655,434 $ 610,978
Reinsurance assumed - non-affiliate 81,154 65,405
Reinsurance assumed - affiliate 14,551 3,616
Reinsurance ceded - non affiliate (232,163 ) (201,725 )
Reinsurance ceded - affiliate (59,329 ) (51,194 )
Net policy and contract claims incurred $ 459,647 $ 427,080
 
Direct policy and contract claims payable. $ 122,898 $ 117,623
Reinsurance assumed - non-affiliate 47,152 64,817
Reinsurance assumed - affiliate 163 276
Reinsurance ceded - non-affiliate (33,387 ) (25,449 )
Net policy and contract claims payable $ 136,826 $ 157,267
 
Direct life insurance in force $ 28,458,804 $ 30,497,149
Reinsurance assumed 2,927,687 2,945,450
Reinsurance ceded (13,360,421 ) (14,202,841 )
Net insurance in force $ 18,026,070 $ 19,239,758

In the event all reinsurance agreements were to be terminated, the Company estimates the aggregate reduction in surplus would be $17.0 million and $17.5 million for the years ended December 31, 2018 and 2017, respectively.

26



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Change in incurred losses and loss adjustment expenses

Reserves on Group Accident and Health policies were $21.7 million as of December 31, 2017. As of December 31, 2018, $4.1 million has been paid for incurred losses attributable to insured events of prior years. Reserves remaining for prior years are now $19.1 million as a result of unpaid claims principally on the Group Accident and Health line of business. Therefore, there has been $1.4 million of unfavorable prior year development since December 31, 2017. Increases or (decreases) are generally the result of ongoing analysis of recent loss development trends. Original estimates are increased or decreased as additional information becomes known regarding individual claims.

7. Leases and Rentals

Rental expense for operating leases, principally with respect to office equipment and office space, amounted to $1.3 million and $1.6 million in 2018 and 2017, respectively. Future minimum rental payments under non-cancelable operating leases were approximately $2.8 million as of December 31, 2018, payable as follows: 2019 - $0.6 million; 2020 - $0.5 million; 2021 - $0.5 million; 2022 - $0.6 million and 2023 - $0.6 million.

8. Electronic Data Processing Equipment

Electronic data processing (“EDP”) equipment and software, gross, as of December 31, 2018 and 2017 was $76.9 million and $77.0 million, respectively. EDP accumulated depreciation as of December 31, 2018 and 2017 was $69.6 million and $66.0 million, respectively. Depreciation for the year ended December 31, 2018 and 2017 was $3.7 million and $4.6 million, respectively. EDP equipment and software are depreciated over 3 to 5 years, using straight-line and accelerated methods. Non-admitted EDP equipment totaled $7.3 million and $11.0 million as of December 31, 2018 and 2017, respectively.

9. Furniture and Fixtures

Furniture and equipment cost as of December 31, 2018 and 2017 was $6.5 million and $7.6 million, respectively. Accumulated depreciation as of December 31, 2018 and 2017 was $5.9 million and $6.8 million, respectively. Depreciation for the years ended December 31, 2018 and 2017 was $0.2 million and $0.2 million, respectively. Non-admitted furniture and equipment totaled $0.6 million and $0.8 million as of December 31, 2018 and 2017, respectively.

Depreciation or amortization periods are generally 7 years for furniture and equipment, leasehold improvements, and building improvements. Depreciation or amortization is generally calculated using the straight-line method.

10. Premium and Annuity Considerations Deferred and Uncollected

Deferred and uncollected life insurance premiums and annuity considerations as of December 31, 2018 were as follows:

Type of Business     Gross     Net of Loading
(in thousands)
Ordinary new $      $     
Ordinary renewal 68,799 68,807
Total $ 68,799 $ 68,807

27



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Deferred and uncollected life insurance premiums and annuity considerations as of December 31, 2017 were as follows:

Type of Business     Gross     Net of Loading
(in thousands)
Ordinary new $      1 $      1
Ordinary renewal 72,285 72,325
Total $ 72,286 $ 72,326

11. Separate Accounts

The Company utilizes separate accounts to record and account for assets and liabilities for particular lines of business and/ or transactions. For the current reporting year, the Company reported assets and liabilities from the following product lines/ transactions into a separate account: variable annuity, variable payout annuity, variable universal life and supplemental contracts. All separate account products are authorized under New York Insurance Law, §4240.

In accordance with the products/transactions recorded within the separate account, the legal insulation of the separate account assets prevents such assets from being generally available to satisfy claims resulting from the general account. As of December 31, 2018 and 2017, the Company separate account statement included legally insulated assets of $942.3 million and $1,121.2 million, respectively.

In accordance with the products/transactions recorded within the separate account, some separate account liabilities are guaranteed by the general account. In accordance with the guarantees provided, if the investment proceeds are insufficient to cover the rate of return guaranteed for the product, the policyholder proceeds will be remitted by the general account.

As of December 31, 2018, the general account of the Company had a maximum guarantee for separate account liabilities of $3.3 million. To compensate the general account for the risk taken, the separate account paid risk charges of $0.6 million and $0.6 million for the years ended December 31, 2018 and 2017, respectively. The general account paid $0.6 million and $0.6 million relating to separate account guarantees for the years ended December 31, 2018 and 2017, respectively.

The Company does not engage in securities lending transactions within the separate accounts.

Reserves for separate account liabilities were $941.5 million and $1,120.1 million as of December 31, 2018 and 2017, respectively. Separate account premiums and other considerations received were $35.8 million and $37.9 million for the years ended December 31, 2018 and 2017, respectively, and were reported as revenue in the Statements of Income and Changes in Capital and Surplus. Withdrawals at market value were $68.4 million and $83.1 million for the years ended December 31, 2018 and 2017, respectively, and were reported as benefits in the Statements of Income and Changes in Capital and Surplus.

28



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

The net transfers to and from the separate accounts, included in the change in reserves for future policy benefits and policyholders’ funds in the Statements of Income and Changes in Capital and Surplus were as follows:

    2018     2017
(in thousands)
Transfers to separate accounts $      35,799 $      37,928
Transfers from separate accounts (95,775 ) (107,314 )
Other 26
Net transfers from separate account (59,976 ) (69,360 )
 
Transfers as reported in the Statements of Income and Changes in Capital and Surplus $ (59,976 ) $ (69,360 )

12. Federal Income Taxes

On December 22, 2017, President Trump signed the Tax Cuts and Jobs Act (“the Act”), which established new laws including, but not limited to, reduction in the federal income tax rate for corporations from 35% to 21%. In 2017, the Company was required to recognize the effect on deferred tax assets and liabilities of a change in tax rates in the period the tax rate change was enacted. Accordingly, the enacted reduction in the U.S. Federal corporate income tax rate resulted in a one-time charge of approximately $71 million for the year ended December 31, 2017. For the year ended December 31, 2018, residual rate reduction adjustments of approximately $2 million were recorded, which were attributable to provision-to-return adjustments related to 2017.

For Statutory accounting purposes, the NAIC adopted INT 18-01, which generally adopted the guidance put forth by the SEC in Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”). SAB 118 directed taxpayers to consider the impact of the U.S. legislation as “provisional” when it did not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. In accordance with SAB 118 and INT 18-01, the Company recorded provisional estimates in its 2017 financial statements associated with tax reserves and the Alternative Minimum Tax Credit (“AMT”), which represented its best estimate based on interpretation of the U.S. legislation at the time. During 2018, the Company subsequently accumulated refined data to finalize the underlying calculations, and the U.S Treasury issued further guidance on the application of certain provisions of the legislation.

As a result, in accordance with SAB 118 and INT-18-01, the adjustment of $127 million to tax reserves as of December 31, 2017 and the reclassification of available refundable AMT credits to current taxes receivable of $2 million pursuant to recently issued guidance is considered final and represents updates to the provisional estimated recorded in 2017.

The Act also provides a base erosion and anti-abuse tax (“BEAT”) which represents minimum tax calculated on a base equal to the taxpayer’s taxable income determined without regard to: (1) the tax benefits arising from base erosion payments, and (2) the applicable base erosion percentage of any NOL allowed for the tax year. The BEAT rate is 5% for the tax years beginning in calendar year 2018, 10% for tax years beginning in 2019 through 2025 and 12.5% percent for tax years beginning after December 21, 2025. The Company believes any BEAT liability is not material for the year ended December 31, 2018.

29



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

The components of the net deferred tax asset/(liability) at period end and the change in those components are as follows:

December 31, 2018 December 31, 2017 Change
    Ordinary     Capital     Total     Ordinary     Capital     Total     Ordinary     Capital     Total
(in thousands)
Gross deferred tax assets $    138,182 $ 6,800 $    144,982 $    122,613 $    7,414 $    130,027 $    15,569 $   (614 ) $    14,955
Statutory valuation allowance
Adjusted gross deferred tax assets 138,182 6,800 144,982 122,613 7,414 130,027 15,569 (614 ) 14,955
Less: Deferred tax assets non-admitted 23,269 6,800 30,069 44,042 7,414 51,456 (20,773 ) (614 ) (21,387 )
Subtotal net admitted deferred tax assets 114,913 114,913 78,571 78,571 36,342 36,342
Less: Deferred tax liabilities 57,576 57,576 19,743 19,743 37,833 37,833
Net deferred tax assets $ 57,337 $ $ 57,337 $ 58,828 $ $ 58,828 $ (1,491 ) $ $ (1,491 )
 
December 31, 2018 December 31, 2017 Change
Ordinary Capital Total Ordinary Capital Total Ordinary Capital Total
(in thousands)
Federal income taxes paid in prior years
recoverable through loss carrybacks
$    $    $    $    $    $    $    $    $   
Adjusted gross deferred tax assets
expected to be realized after application
of the threshold limitation
57,337 57,337 58,828 58,828 (1,491 ) (1,491 )
1) Adjusted gross deferred tax assets
expected to be realized following the
balance sheet date
57,337 57,337 61,912 61,912 (4,575 ) (4,575 )
2) Adjusted gross deferred tax assets
allowed per limitation threshold
XXX XXX 68,636 XXX XXX 58,828 XXX XXX 9,808
Adjusted gross deferred tax assets offset
by gross deferred tax liabilities
57,576 57,576 19,743 19,743 37,833 37,833
Deferred tax assets admitted as the
result of application of SSAP 101
$ 114,913 $ $ 114,913 $ 78,571 $ $ 78,571 $ 36,342 $ $ 36,342


2018     2017
    ($ in thousands)
Ratio percentage used to determine recovery period and threshold limitation amount 821 % 862 %
Amount of adjusted capital and surplus used to determine recovery period
and threshold limitation $    672,811 $    611,888


December 31, 2018 December 31, 2017 Change
    Ordinary     Capital     Ordinary     Capital     Ordinary     Capital
($ in thousands)
Impact of tax planning strategies
Adjusted gross DTAs $     138,182 $     6,800 $     122,613 $     7,414 $     15,569 $     (614 )
% of total adjusted gross DTAs % % % % % %
Net admitted adjusted gross DTAs $ 114,913 $ $ 78,571 $ $ 36,342 $
% of total net admitted adjusted
gross DTAs
% % % % % —%

Management believes the Company will be able to utilize the DTA in the future without any tax planning strategies.

Regarding deferred tax liabilities that are not recognized, the Company has no temporary differences for which deferred tax liabilities have not been established.

30



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

The components of current income taxes incurred in the Statements of Income and Changes in Capital and Surplus and the net deferred tax asset/(liability) recognized in the Company’s Statutory Statements of Admitted Assets and Statutory Statements of Liabilities, Capital and Surplus at December 31, 2018 and 2017 were as follows:

    2018     2017     Change
(in thousands)
Current income tax:
Federal $      (1,473 ) $     14,244 $     (15,717 )
Foreign
Subtotal (1,473 ) 14,244 (15,717 )
Federal income tax on net capital gains 1,562 18,072 (16,510 )
Utilization of capital loss carryforwards
Other
Federal and foreign income tax expense (benefit) incurred $ 89 $ 32,316 $ (32,227 )
                       
Deferred tax assets:
Ordinary
Future policyholder benefits $ 45,672 $ 20,138 $ 25,534
Investments 27,735 31,476 (3,741 )
Deferred acquisition costs 29,010 31,552 (2,542 )
Policyholder dividends accrual 24,448 24,696 (248 )
Fixed assets 2,646 (2,646 )
Compensation and benefits accrual 3,901 2,382 1,519
Pension accrual
Net operating loss carryforward
Tax credit carryforward 2,272 4,543 (2,271 )
Other (including items <5% of total ordinary tax assets) 5,144 5,180 (36 )
Subtotal 138,182 122,613 15,569
Non-admitted 23,269 44,042 (20,773 )
Admitted ordinary deferred tax assets $ 114,913 $ 78,571 $ 36,342
                       
Capital:
Investments $ 4,782 $ 4,912 $ (130 )
Net capital loss carryforward
Other (including items <5% of total capital tax assets) 2,018 2,502 (484 )
Subtotal 6,800 7,414 (614 )
Non-admitted 6,800 7,414 (614 )
Admitted capital deferred tax assets
Admitted deferred tax assets $ 114,913 $ 78,571 $ 36,342
                       
Deferred tax liabilities:
Ordinary
Investments $ 25,125 $ 19,743 $ 5,382
Fixed assets 1,050 1,050
Policyholder reserves 25,857 25,857
Other (including items <5% of total ordinary tax liabilities) 5,544 5,544
Subtotal 57,576 19,743 37,833
                       
Capital:
Investments
Deferred tax liabilities 57,576 19,743 37,833
Net admitted deferred tax assets (liabilities) $ 57,337 $ 58,828 $ (1,491 )

31



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Reconciliation of federal income tax rate to actual effective rate:

December 31, 2018
Effective
      Amount       Tax Effect       Tax Rate
(in thousands)
Income before taxes $      94,322 $      19,808 21.0 %
Interest maintenance reserve (15,028 ) (3,156 ) (3.3 %)
Dividends received deduction (2,285 ) (480 ) (0.5 %)
Return to provision 6,449 1,354 1.4 %
Change in non-admitted assets 4,413 927 1.0 %
Rate change (7,388 ) (1,551 ) (1.6 %)
Other, including prior year true-up 4,539 953 1.0 %
       Total statutory income tax $ 85,022 $ 17,855 18.9 %
 
Federal income taxes incurred $ 1,051 1.1 %
Tax on capital gains/(losses) 1,561 1.7 %
Prior year overaccrual/(underaccrual) (2,524 ) (2.7 %)
Change in net deferred income tax expense/(benefit) 17,766 18.8 %
       Total statutory income tax $ 17,854 18.9 %
 
December 31, 2017
Effective
Amount Tax Effect Tax Rate
(in thousands)
Income before taxes $ 100,702 $ 35,246 35.0 %
Interest maintenance reserve 52,977 18,542 18.4 %
Dividends received deduction (8,013 ) (2,805 ) (2.8 %)
Return to provision (402 ) (141 ) (0.1 %)
Change in non-admitted assets 10,826 3,789 3.8 %
Rate change 201,411 70,494 70.0 %
Other, including prior year true-up (1,189 ) (416 ) (0.4 %)
       Total statutory income tax $ 356,312 $ 124,709  123.8 %
 
Federal income taxes incurred $ 4,205 4.2 %
Tax on capital gains/(losses) 18,071 17.9 %
Prior year overaccrual/(underaccrual) 10,039 10.0 %
Change in net deferred income tax expense/(benefit) 92,394 91.7 %
       Total statutory income tax $ 124,709 123.8 %

32



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Carryforwards, recoverable taxes and IRC 6603 deposits:

2018       2017
      (in thousands)
The Company had net operating losses of $      $     
The Company had capital loss carryforwards of
The Company had alternative minimum tax credit carryforwards of 2,272 4,543

The alternative minimum tax credit carryforwards do not expire.

The Company has no income tax expense for 2016, 2017 and 2018 that are available for recoupment in the event of future net losses.

Deposits admitted under IRC 6603

There were no deposits reported as admitted assets under Section 6603 of the Internal Revenue Service (“IRS”) Code as of December 31, 2018.

Uncertain tax positions are assessed under the applicable statutory accounting guidance. Based upon this review, the Company has no potential tax assessments. As of December 31, 2018, the Company has recognized no amount for interest or penalties related to uncertain tax positions. Based upon existing information, the Company does not expect a material change in the recognized liability in the next 12 months. The Company has no tax loss contingencies for which it is reasonably possible that the total liability will significantly increase within twelve months of the reporting date.

The following companies, except as noted, were included in the consolidated federal income tax return for 2017 and all or part of 2018:

The Nassau Companies of New York, Inc.
PM Holdings, Inc.
Nassau Life Insurance Company
PHL Variable Insurance Company
Nassau Life and Annuity Company
Phoenix Founders, Inc.
1851 Securities, Inc.
American Phoenix Life and Reassurance Company -- Sold in 2017

The method of allocation among affiliates of the Company is subject to written agreement approved by the Board of Directors and based upon separate return calculations with current credit for net losses to the extent the losses provide a benefit in the consolidated tax return.

13. Related Party Transactions

NCNY provides services and facilities to the Company that are reimbursed through shared service agreement/cost allocation process. Expenses allocated by NCNY on the Company’s behalf were $88.1 million and $138.5 million for the years ended December 31, 2018 and 2017, respectively. The amounts payable to NCNY were $6.2 million and $1.2 million as of December 31, 2018 and 2017, respectively.

33



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

1851 Securities, Inc. (“1851”), a wholly owned subsidiary of NSRE BD Holdco LLC, is the principal underwriter of the Company’s variable life insurance policies and variable annuity contracts. The Company reimburses 1851 for commissions incurred on behalf of PHL and NLA. Commissions paid by the Company on behalf of PHL were $3.7 million and $4.8 million for the years ended December 31, 2018 and 2017, respectively. There were no amounts receivable from PHL or NLA as of December 31, 2018 and 2017.

The Company pays commissions to producers who sell non-registered life and annuity products on behalf of PHL and NLA. Commissions paid by the Company on behalf of PHL were $54.0 million and $49.3 million for the years ended December 31, 2018 and 2017, respectively. Commissions paid by the Company on behalf of NLA were $0.3 million for the year ended December 31, 2018. The Company had amounts receivable from PHL and NLA of $3.4 million and $0.2 million as of December 31, 2018, respectively. The Company had amounts receivable from PHL of $3.0 million as of December 31, 2017.

The Company’s affiliate, Nassau Asset Management LLC (“NAMCO”) provides investment and related advisory services through an Investment Management Agreement. Expenses incurred under this agreement were $17.5 million and $16.4 million as of December 31, 2018 and 2017, respectively. Amounts receivable from NAMCO were $0.4 million and $0.2 million for the years ended December 31, 2018 and 2017, respectively.

The Company has investments in various classes of notes of Nassau 2017-I Ltd., Nassau 2017-II Ltd., Nassau 2018-I Ltd., Nassau 2018-II Ltd. and Nassau 2019-I Ltd. Warehouse (the “Nassau CLOs”) totaling $52.1 million par with a fair value of $48.0 million and $13.3 million par with a fair value of $13.1 million at December 31, 2018 and 2017, respectively. The Nassau CLOs are managed by NCC CLO Manager, LLC, an affiliate of NNY.

Saybrus Partners, LLC (“Saybrus”), an affiliate of Nassau, provides wholesaling services to various third party distributors and affiliates of variable life insurance and variable annuities.

PHL provides premium processing services for the Company, wherein PHL receives payments on the Company’s annuity contracts and forwards those payments to the Company. In connection with these services, the Company had amounts receivable from PHL of $16.2 million and $15.3 million as of December 31, 2018 and 2017, respectively. PHL did not charge any fees for this service.

The Company, through PHL, provides premium processing services for NLA, wherein the Company receives premium payments on NLA life and annuity contracts and then forwards them to NLA. In connection with this service, the Company had amounts due to NLA of $0.1 million and $0.6 million as of December 31, 2018 and 2017, respectively. The Company did not charge for these services.

The Company had other transactions with amounts due from PHL of $2.0 million as of December 31, 2018.

See Note 6 for additional information on reinsurance agreements with affiliates.

The Company has written intercompany agreements in place with its affiliates that contain a settlement date for amounts owed. As of December 31, 2018, no amounts were overdue.

14. Fair Value Disclosures of Financial Instruments

The fair value of an asset is the amount at which that asset could be bought or sold in a current arms-length transaction. Included in several investment related line items in the financial statements are certain financial instruments carried at fair value. Other financial instruments are periodically measured at fair value, such as when impaired, or, for certain bonds and preferred stock when carried at the lower of cost or market. The fair values presented for certain financial instruments are estimates which, in many cases, may differ significantly from the amounts which could be realized upon immediate liquidation. In cases where market prices are not available, estimates of fair value are based on discounted cash flow analyses, which utilize current interest rates for similar financial instruments, which have comparable terms and credit quality.

34



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Bonds and preferred stock

We use pricing vendors to estimate fair value for the majority of our public bonds and preferred stocks. The pricing vendors’ estimates are based on market data and use pricing models that vary by asset class and incorporate available trade, bid and other market information. When our pricing vendors are unable to obtain evaluations based on market data, fair value is determined by obtaining a direct broker quote or by using an internal model. For the majority of private bonds and preferred stock, fair value is determined using a discounted cash flow model, which utilizes a discount rate based upon the average of spread surveys collected from private market intermediaries who are active in both primary and secondary transactions. When the discounted cash flow model is not appropriate, the Company uses third party broker quotes or other internally developed values.

Common stock

Fair values are based on quoted market prices, where available. If a quoted market price is not available, fair values are estimated using independent pricing sources or internally developed pricing models.

Surplus debentures

Fair values are based on quoted market prices, where available, or quoted market prices of comparable instruments. If a quoted market price is not available, fair values are estimated using independent pricing sources or internally developed pricing models.

Investment contracts

The fair value of guaranteed interest contracts was assumed to be the same as book value.

The fair value of deferred annuities and supplementary contracts without life contingencies with an interest guarantee of one year or less is valued at the amount of the policy reserve. In determining the fair value of deferred annuities and supplementary contracts without life contingencies with interest guarantees greater than one year, a discount rate equal to the appropriate Treasury rate, plus 100 basis points, was used to determine the present value of the projected account value of the policy at the end of the current guarantee period.

Deposit-type funds, including pension deposit administration contracts, dividend accumulations, and other funds left on deposit not involving life contingencies, have interest guarantees of less than one year for which interest credited is closely tied to rates earned on owned assets. For such liabilities, fair value is assumed to be equal to the stated liability balances.

Derivatives

Fair values for over-the-counter (“OTC”) derivative financial instruments, principally forwards, options and swaps, represent the present value of amounts estimated to be received from or paid to a marketplace participant in settlement of these instruments (i.e., the amount we would expect to receive in a derivative asset assignment or would expect to pay to have a derivative liability assumed). These derivatives are valued using pricing models based on the net present value of estimated future cash flows and directly observed prices from exchange-traded derivatives or other OTC trades, while taking into account the counterparty’s credit ratings, or our own credit ratings, as appropriate. Determining the fair value for OTC derivative contracts can require a significant level of estimation and management judgment.

35



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

New and/or complex instruments may have immature or limited markets. As a result, the pricing models used for valuation often incorporate significant estimates and assumptions that market participants would use in pricing the instrument, which may impact the results of operations reported in the financial statements. For long-dated and illiquid contracts, extrapolation methods are applied to observed market data in order to estimate inputs and assumptions that are not directly observable. This enables us to mark to market all positions consistently when only a subset of prices are directly observable. Values for OTC derivatives are verified using observed information about the costs of hedging the risk and other trades in the market. As the markets for these products develop, the Company will continually refine its pricing models to correlate more closely to the market risk of these instruments.

Financial assets and liabilities measured at fair value

The Company’s financial assets and liabilities carried at fair value have been classified, for disclosure purposes, based on a hierarchy defined by ASC 820, Fair Value Measurements and Disclosures. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset’s or a liability’s classification is based on the lowest level input that is significant to its measurement. For example, a Level 3 fair value measurement may include inputs that are both observable (Levels 1 and 2) and unobservable (Level 3). The levels of the fair value hierarchy are as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 1 securities include highly liquid government bonds and exchange-traded equities.
 
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Examples of such instruments include government-backed mortgage products, certain collateralized mortgage and debt obligations and certain high-yield debt securities.
 
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. Unobservable inputs reflect management’s own assumptions about inputs in which market participants would use in pricing these types of assets or liabilities. Level 3 financial instruments include values which are determined using pricing models and third-party evaluation. Additionally, the determination of some fair value estimates utilizes significant management judgments or best estimates.

The following table provides information as of December 31, 2018 about the Company’s financial assets and liabilities measured at fair value on a recurring basis.

2018
      Level 1       Level 2       Level 3       Total
(in thousands)
Assets at fair value:
Bonds $      $      5,220 $      3,945 $      9,165
Preferred stock 11,893 11,893
Common stock [1] 978 3,412 54,259 58,649
Subtotal. 978 8,632 70,097 79,707
 
Separate account assets 935,480 6,828 942,308
Total assets at fair value $ 936,458 $ 15,460 $ 70,097 $ 1,022,015
____________________
 
[1]      Includes $3,412 thousand Class A Membership FHLB common stock.

36



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

The following table provides information as of December 31, 2017 about the Company’s financial assets and liabilities measured at fair value on a recurring basis.

2017
Level 1       Level 2       Level 3       Total
      (in thousands)
Assets at fair value:
Bonds $      $      $      1,434 $      1,434
Preferred stock 8,142 8,142
Common stock 304 49,112 49,416
Subtotal 304 58,688 58,992
 
Separate account assets 1,112,832 8,403 1,121,235
Total assets at fair value $ 1,113,136 $ 8,403 $ 58,688 $ 1,180,227

Fair values and changes in the fair values of separate account assets generally accrue directly to the policyholders and are not included in the Company’s revenues and expenses or surplus.

Changes in Level 3 Assets and Liabilities Measured at Fair Value

The following table summarizes the changes in assets and liabilities classified in Level 3. Gains and losses reported in this table may include changes in fair value that are attributable to both observable and unobservable inputs.

      2018       2017
(in thousands)
Level 3 Assets:
Balance, beginning of period $      58,688 $      65,144
Purchases 4,957 3,373
Sales (4,970 ) (8,440 )
Settlements. (107 ) (4 )
Transfers into Level 3 19,960 12,689
Transfers out of Level 3 (9,728 ) (10,669 )
Realized gains (losses) (1,661 ) (1,684 )
Unrealized gains (losses) 2,958 (1,721 )
Balance, end of period $ 70,097 $ 58,688

Transfers in and out of Level 3 occur at the beginning of each period. The securities which were transferred into Level 3 for the years ended December 31, 2018 and 2017 were due to decreased market observability of similar assets and/or changes to NAIC ratings. Transfers out of Level 3 for the year ended December 31, 2018 were due to the increased market observability of similar assets and/or securities previously being held at fair value now being carried at amortized cost. Transfers out of Level 3 for the year ended December 31, 2017 were due to the implementation of due diligence procedures which allowed for a refinement of the analysis of observable inputs as described in more detail above. There were no transfers from Level 2 to Level 1 recorded during the years ended December 31, 2018 and 2017.

For Level 3, inputs to the valuation methodology are unobservable and significant to the fair value measurement. Unobservable inputs reflect management’s best estimate of what hypothetical market participants would use to determine fair value. Examples of valuation techniques used based on unobservable inputs include, but are not limited to, internal models, direct broker quotes and professional judgment.

37



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements (continued)

Below is a listing of the aggregate fair value for all financial instruments as of December 31, 2018 and the level within the fair value hierarchy:

Not
Practicable
Aggregate Admitted (Carrying
   Fair Value    Assets    Level 1    Level 2    Level 3    Value)
(in thousands)
Financial Instruments:
Bonds $   7,174,708 $   7,212,940 $   $   4,730,477 $   2,444,231 $  
Preferred stock 127,881 125,947 76,592 51,289
Common stock 58,649 58,649 978 3,412 54,259
Mortgage loans 266,221 268,735 266,221
Surplus debentures & capcos 14,350 13,244 3,406 10,944
Cash, cash equivalents & short terms 56,891 56,891 56,645 130 116
Derivatives 1,951 1,951
Separate account assets 942,308 942,308 935,480 6,828
Total financial instruments $ 8,642,959 $ 8,678,714 $ 995,054 $ 4,820,845 $ 2,827,060 $

As of December 31, 2018, the Company had no investments where it is not practicable to estimate fair value.

Below is a listing of the aggregate fair value for all financial instruments as of December 31, 2017 and the level within the fair value hierarchy:

Not
Practicable
Aggregate Admitted (Carrying
   Fair Value    Assets    Level 1    Level 2    Level 3    Value)
(in thousands)
Financial Instruments:
Bonds $   7,778,592 $   7,417,789 $   $   5,070,949 $   2,707,643 $  
Preferred stock 130,561 124,890 78,662 51,899
Common stock 49,416 49,416 304 49,112
Mortgage loans 90,939 90,939 90,939
Surplus debentures & capcos 15,757 13,809 3,704 12,053
Cash, cash equivalents & short terms 356,007 356,007 211,350 144,657
Separate account assets 1,121,235 1,121,235 1,112,832 8,403
Total financial instruments $ 9,542,507 $ 9,174,085 $ 1,324,486 $ 5,306,375 $ 2,911,646 $

As of December 31, 2017, the Company had no investments where it is not practicable to estimate fair value.

For the years ended December 31, 2018 and 2017, Level 3 bonds were primarily private placement debt securities priced using our internal discounted cash flow model. Market spreads used in the model were unobservable. Nearly all of these securities were in the Industrial and Miscellaneous category.

38



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
 
Notes to Statutory Financial Statements
(continued)

15. Surplus Notes

NNY’s 7.15% surplus notes are due December 15, 2034 and were originally issued with a face value of $175.0 million. During September 2012, the Company retired $48.3 million face value of these surplus notes, after receiving prior approval from the Department. Interest payments also require the prior approval of the Department and may be made only out of surplus funds that the Department determines to be available for such payments under New York insurance law. The 7.15% surplus notes were issued December 15, 2004 and interest on the notes is scheduled to be paid on June 15 and December 15 of each year, commencing June 15, 2005. Interest payments for these notes for 2018 and 2017 each totaled $9.1 million. The 7.15% surplus notes may be redeemed at the option of NNY at any time at the “make-whole” redemption price set forth in the offering circular. New York insurance law provides that the notes are not part of the legal liabilities of NNY. The 7.15% notes were issued pursuant to Rule 144A under the Securities Act of 1933. No affiliate holds any portion of the notes.

Below are the details on the outstanding surplus notes (amounts in millions):

Interest Total Unapproved
Par Value Carrying and/or Interest Interest
Date Interest (Face Value Value Principal Paid and/or and/or Date of
Issued       Rate       of Notes)       of Notes       Current Year       Principal Paid       Principal      Maturity
(in millions)
12/15/2004 7.15% $ 126.7 $ 126.3 $ 9.1 $ 192.8  $ 12/15/2034

16. Commitments and Contingencies

Litigation and regulatory matters

The Company is regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming the Company as a defendant ordinarily involves the Company’s businesses and operations. In certain of these matters, the plaintiffs are seeking large and/or indeterminate amounts, including punitive or exemplary damages.

The Company periodically receives informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations related to the Company’s products and practices. It is the Company’s practice to cooperate fully in these matters.

It is not feasible to predict or determine the ultimate outcome of all litigation, arbitration or regulatory proceedings or to provide reasonable ranges of potential losses. It is believed that the outcome of the Company’s litigation, arbitration, and regulatory matters are not likely, either individually or in the aggregate, to have a material adverse effect on the financial condition of the Company beyond the amounts already reported in these financial statements. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation, arbitration and regulatory investigations, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on the results of operations or cash flows in particular quarterly or annual periods.

17. Other Commitments

The Company has a technology services agreement related to the management of our IT infrastructure which expires in 2019. As of December 31, 2018, the remaining commitments total $8.9 million.

39



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)

On January 5, 2015, the Company committed to purchase $50.0 million in investment grade rated infrastructure bonds through an outside investment advisor. These purchases were expected to be made over 24 months. On November 21, 2016, the agreement was amended to extend the purchase period to 36 months. The arrangement may be terminated prior to funding the committed amount at the discretion of the Company subject to certain standard provisions for notice and immaterial fees. As of December 31, 2018, $36.3 million has been funded.

As part of its normal investment activities, the Company enters into agreements to fund limited partnerships that make debt and equity investments. As of December 31, 2018, the Company had unfunded commitments of $152.3 million.

In addition, the Company enters into agreements to purchase private placement investments. At December 31, 2018, the Company had open commitments of $43.5 million.

18. Information about Financial Instruments with Off-Balance Sheet Risk

The Company, at December 31, 2018 and 2017, held the following financial instruments with off-balance sheet risk:

Assets* Liabilities*
      2018       2017       2018       2017
(in thousands)
Swaps $      75,000 $      $      $     
Total $ 75,000 $ $ $
____________________

* Notional amount

The Company uses derivative instruments including interest rate swaps. A more detailed description of these instruments is provided in Footnote 2 - “Summary of Significant Accounting Policies.”

The Company is not exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments, as the interest rate swaps are fully collateralized. The credit exposure of interest rate swaps is represented by the fair value (market value) of contracts with a positive fair value (market value) at the reporting date.

Because exchange-traded interest rate swaps are affected through a regulated exchange and positions are marked to market on a daily basis, the Company has no exposure to credit-related losses in the event of nonperformance by counterparties to such financial instruments.

The Company is required to put up collateral for any interest rate swap contracts that are entered. The amount of collateral that is required is determined by the exchange on which it is traded. The Company currently puts up cash to satisfy this collateral requirement. As of December 31, 2018, the Company had posted $0.8 million of collateral.

The current credit exposure of the Company’s derivative contracts is limited to the fair value at the reporting date. Credit risk is managed by entering into transactions with creditworthy counterparties and obtaining collateral as required. The Company also attempts to minimize its exposure to credit risk through the use of various credit monitoring techniques. Approximately 100% of the net credit exposure to the Company from derivative contracts is with investment-grade counterparties.

40



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)

19. Appropriated Surplus

Surplus includes amounts available for contingencies, some of which are required by state regulatory authorities. The contingency amounts as of December 31, 2018 and 2017 were $2.5 million.

20. Subsequent Events

The Company evaluated events subsequent to December 31, 2018 and through April 29, 2019, the date of issuance of these financial statements. There were no events occurring subsequent to the end of the year that merited recognition or disclosure in these financial statements.

41



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Supplemental Schedule
Summary of Investments - Other than Investments in Related Parties
December 31, 2018 and 2017

Amount shown
Amortized Fair in the
December 31, 2018       Cost       Value       balance sheet
(in thousands)
Fixed maturities:
       Bonds:
              U.S. government and government agencies and authorities $      260,286 $      267,101 $      260,286
              States, municipalities and political subdivisions 991,382 1,008,524 991,382
              Foreign governments 77,571 79,522 77,571
              All other corporate bonds [1] 5,869,126 5,806,937 5,883,701
Total fixed maturities 7,198,365 7,162,084 7,212,940
Equity securities:
       Common stock:
              Industrial, miscellaneous and all other 58,649 58,649 58,649
              Nonredeemable preferred stock 125,947 127,881 125,947
Total equity securities 184,596 186,530 184,596
Mortgage loans 268,735 266,221 268,735
Real estate, at depreciated cost 30,232 XXX 30,232
Contract loans 2,326,802 XXX 2,326,802
Other invested assets [2] 617,436 618,541 614,915
Cash and short-term investments 56,891 56,891 56,891
Receivables for securities 7,474 XXX 7,474
Total cash and invested assets $ 10,690,531 $ 10,702,585
____________________

[1] Amortized cost and fair value amounts exclude $14,575 and $12,622, respectively, of related-party bonds.
[2] Difference between amortized cost and amount on balance sheet relates to $2,521 of non-admitted other invested assets.

See accompanying independent auditors’ report.

42



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Supplemental Schedule
Summary of Investments - Other than Investments in Related Parties
December 31, 2018 and 2017
(continued)

Amount shown
Amortized Fair in the
December 31, 2017       Cost       Value       balance sheet
(in thousands)
Fixed maturities:
       Bonds:
              U.S. government and government agencies and authorities $       95,812 $      98,317 $      95,812
              States, municipalities and political subdivisions 930,083 975,699 930,083
              Foreign governments 85,583 93,431 85,583
              All other corporate bonds [1] 6,292,980 6,597,042 6,306,311
Total fixed maturities 7,404,458 7,764,489 7,417,789
Equity securities:
       Common stock:
              Industrial, miscellaneous and all other 49,416 49,416 49,416
              Nonredeemable preferred stock 124,890 130,561 124,890
Total equity securities 174,306 179,977 174,306
Mortgage loans 90,939 90,939 90,939
Real estate, at depreciated cost 30,916 XXX 30,916
Contract loans 2,337,222 XXX 2,337,222
Other invested assets [2] 611,662 613,610 611,112
Cash and short-term investments 356,007 356,007 356,007
Receivables for securities 6,999 XXX 6,999
Total cash and invested assets $ 11,012,509 $ 11,025,290
____________________

[1] Amortized cost and fair value amounts exclude $13,331 and $14,103, respectively, of related-party bonds.
[2] Difference between amortized cost and amount on balance sheet relates to $550 of non-admitted other invested assets.

See accompanying independent auditors’ report.

43



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Supplementary Insurance Information
For the years ended December 31, 2018 and 2017

As of December 31, For the years ended December 31,
Future policy Other
benefits, policy claims Premium Net Benefits, Other
losses and and benefits and annuity investment claims and operating
      claims       payable       considerations       income       losses       expenses
(in thousands)
2018:
       Insurance Segment $      9,772,208 $      136,826 251,976 $      588,147 $      423,210 $      95,242
                                     
2017:
       Insurance Segment $ 10,038,205 $ 157,267 $      296,611 $ 625,172 $ 468,514 $ 167,194

See accompanying independent auditors’ report.

44



Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Supplementary Schedule - Reinsurance
For the years ended December 31, 2018 and 2017

Percentage
Gross Reinsurance Reinsurance Net of assumed
      amount       ceded       assumed       amount      to net
(in thousands)
Life insurance in force:
       2018 $      28,458,804 $       13,360,421 $       2,927,687 $      18,026,070 16%
       2017 30,497,149 14,202,841 2,945,450 19,239,758 15%
                             
Life insurance premiums:
       2018 $ 367,246 $ 147,155 $ 31,885 $ 251,976 13%
       2017 399,472 156,886 54,025 296,611 18%

See accompanying independent auditors’ report.

45


FIRST INVESTORS LIFE SEPARATE ACCOUNT E

INDIVIDUAL VARIABLE LIFE INSURANCE POLICIES

OFFERED BY

FORESTERS LIFE INSURANCE AND ANNUITY COMPANY

Statement of Additional Information dated May 1, 2020

This Statement of Additional Information (“SAI”) is not a prospectus and should be read in conjunction with the prospectuses for the individual variable life insurance policies offered by Foresters Life Insurance and Annuity Company through First Investors Life Separate Account E (“Separate Account E” or the “Separate Account”), which may be obtained at no cost by writing to Foresters Life Insurance and Annuity Company, Raritan Plaza 1, Edison, NJ 08837, by telephoning (800) 832-7783, or by visiting our website at www.foresters.com. Separate Account E currently funds two individual variable life insurance policies: Variable Universal Life, a flexible premium adjustable variable life insurance policy (“VUL”) with a prospectus dated May 1, 2020 and Single Premium Variable Life Insurance Policy, a modified single premium variable life insurance policy (“SPVL”) with a prospectus dated May 1, 2020.

Unless otherwise noted, the terms used in this SAI have the same meanings as in the prospectuses.

TABLE OF CONTENTS

      Page
General Description 2
Services 4
Other Information 5
Valuation Information 5
Relevance of Financial Statements 6
Appendix 7
Financial Statements 8


GENERAL DESCRIPTION

Foresters Life Insurance and Annuity Company. Foresters Life Insurance and Annuity Company, 40 Wall Street, New York, New York 10005 (“FLIAC”), a stock life insurance company incorporated under the laws of the State of New York in 1962, writes life insurance and annuities. Foresters Financial Holding Company, Inc. (“FFHC”), a holding company, owns all of the outstanding stock of FLIAC. The Independent Order of Foresters (“Foresters”) controls FFHC and, therefore, FLIAC. Foresters is a Canadian fraternal benefit society with operations in Canada, the United States and the United Kingdom and its principal business address is 789 Don Mills Road, Toronto, Canada M3C 1T9.

The following chart provides information about the Officers and Directors of FLIAC.

Name FLIAC Office Principal Occupation for Last Five Years
Matt Berman President and Director Matt was appointed President of FLIAC in 2019. Prior to his appointment, Matt has been the Chief Distribution Officer for the Foresters Life and Annuity sales across the United States and Canada since May 2018.
James R. Boyle Director James (Jim) Boyle was appointed CEO of the Independent Order of Foresters since 2018; Director and formerly President of FLIAC since 2018. President and CEO of John Hancock 2008 - 2012.
Francis X. Gannon Chief Financial Officer and Treasurer  Chief Financial Officer and Treasurer FLIAC, FFS, FIS and FFHC since 2013; Chief Financial Officer FIMCO since 2013; Chief Financial Officer Foresters Advisory Services, LLC since 2013; Principal FX Capital LLC 2009-2013; Corporate Comptroller AlliedBarton 2010-2011; and Director Jefferson Wells International 2008-2009.
Jason Helbraun Assistant Vice President Assistant Vice President FLIAC since 2006.
Mehul N. Kapadia Chief Information Officer Chief Information Officer since 2016, Vice President, IT Business Transformation through 2016. Vice President – Systems & Operations, Individual Life Liberty Mutual Insurance, Dover, NH. 2013 – 2015; Business Program Manager – Life Works, Individual Life 2011– 2013.
Michael Lombardi Director Director FLIAC since 2019.
Martha E. Marcon Director Director FLIAC since 2011; Director Independent Order of Foresters since 2009; Director Mercury General Corp. 2008-present; and Director NIA Group 2006-present.
J. Steven McDonald International Finance Officer Vice President and International Financial Officer, The Independent Order of Foresters 1997 - present; Assistant Treasurer, The Independent Order of Foresters, 1995 - 1997; Senior Audit Manager at KPMG 1985-1995.

2



E. Blake Moore, Jr. Director President and Director FIMCO since 2018; President and Director FFHC since 2018; Director FLIAC since 2018; Director FFS since 2018; Chairman and President FFS since 2018; Director FIS since 2018, Chairman since 2018; Board Manager of FAS since 2018, President since 2018. UBS Asset Management, New York, NY 2015-2017; MD, Head of Americas (through 2016) Mackenzie Investments, Toronto, ON, Canada 2011-2014.
David Schimmel Vice President Vice President since 2011 and Assistant Vice President 2006-2011 of FLIAC.
John Shey Assistant Vice President Assistant Vice President FLIAC since 2006.
Greg Walter Senior Vice President, Insurance Operations Senior Vice President, Insurance Operations of FLIAC since 2019; Senior Vice President, Foresters Investor Services, Inc. (FIS), Transfer Agency Operations since 2013. Consultant to FIS (2012). Prior to joining Foresters, Mr. Walter spent twenty-five years with AllianceBernstein L.P. as Senior Vice President, Head of Non-U.S. Transfer Agent Operations and preceded by Vice President, Director of U.S. Transfer Agency Operations.
Wendy Watson Director Director FLIAC since 2019; Director EMPath - Economical Mobility Pathways since 2018; Director MD Private Trust since 2014; Director Community Service Committee Children’s Hospital Boston since 2011; Director Citizens Financial Group since 2010.
Shelley L. Wilson Secretary Secretary of FLIAC since 2019
René Zanin Director Global Chief Legal Officer, Chief Compliance Officer and Corporate Secretary (2018) of the Independent Order of Foresters 2015 to present; served as General Counsel for Toshiba of Canada Limited 2008 – 2014.

On April 9, 2019, Foresters announced that it had entered into the two definitive purchase agreements related to the sale of its U.S. asset management businesses. As described below, each of these transactions closed in 2019.

Foresters Investment Management Company, Inc. (“FIMCO”) entered into an Asset Purchase Agreement with Macquarie Management Holdings, Inc. (“Macquarie”) whereby Macquarie purchased FIMCO’s assets related to the mutual fund management business, including the First Investors Life Series funds. At the completion of the transaction, each series of the First Investors Life Series was reorganized into a substantially similar Delaware VIP Fund managed by Delaware Management Company, a subsidiary of Macquarie. The transaction was closed on October 4, 2019

3


Foresters Financial Services, Inc. (“FFS”) and Foresters Advisory Services, LLC (“FAS”), an investment advisory affiliate of, FFS entered into an Asset Purchase Agreement with Cetera Financial Group, Inc. (“Cetera”), whereby Cetera purchased FFS’ retail brokerage business and FAS’ retail advisory business. The transaction was closed on June 20, 2019.

FFHC was formerly the owner of all of the common stock of FIMCO, FLIAC, FFS, and Foresters Investor Services, Inc. (“FIS”) and membership interests in FAS. Pursuant to a corporate reorganization, effective March 30, 2020, FFHC is solely the owner of FLIAC, and FIMCO is the owner of FFS, FAS and FIS.

On October 17, 2019, the Independent Order of Foresters announced that it had entered into a Purchase and Sale Agreement with Nassau Life Insurance Company (“Nassau Life”) whereby Nassau Life will purchase FFHC and, at its sole subsidiary, FLIAC. FLIAC and Nassau Life expect to close the transaction on or about June 1, 2020 at which time, FLIAC will become a subsidiary of Nassau Life. At the time we close the transaction with Nassau Life,

Separate Account Assets. Separate Account E was established on September 30, 2004 under the provisions of the New York Insurance Law. Separate Account E’s assets are segregated from the assets of FLIAC, and that portion of Separate Account E’s assets having a value equal to, or approximately equal to, the reserves and contract liabilities under a Policy is not chargeable with liabilities arising out of any other business of FLIAC. Separate Account E is registered with the Securities and Exchange Commission (“Commission”) as a unit investment trust under the Investment Company Act of 1940, as amended (the "1940 Act"), but such registration does not involve any supervision by the Commission of the management or investment practices or policies of the Separate Account.

SERVICES

Custodian. FLIAC, subject to applicable laws and regulations, is the custodian of the securities of the Subaccounts of Separate Account E. FLIAC maintains the records and accounts of Separate Account E.

Independent Registered Public Accounting Firm. KPMG LLP, 345 Park Avenue, New York, NY 10154, is the independent registered public accounting firm for Separate Account E and FLIAC.

Underwriter. FLIAC and Separate Account E have entered into an Underwriting Agreement with FFS. FFS, an affiliate of FLIAC, has its principal business address at 40 Wall Street, New York, New York 10005. FFS is a registered broker-dealer under the Securities Exchange Act of 1934, and a member of the Financial Industry Regulatory Authority. For the fiscal years ending December 31, 2017, 2018 and 2019, FFS received underwriting commissions of $394,667, $394,075 and $216,969 respectively, in connection with the distribution of SPVL in a continuous offering. Sale of VUL commenced in April 2014 and for the fiscal years ending December 31, 2017, 2018 and 2019, FFS received underwriting commissions of $4,705,178, $3,310,872 and $1,597,700 respectively, in connection with the distribution of VUL in a continuous offering. FLIAC anticipates continuing to offer the Policies, but reserves the right to discontinue the offering.

4


Upon the closing of the transaction with Nassau Life, FLIAC expects to terminate the principal underwriter agreement with FFS and enter into a new agreement with 1851 Securities, Inc. (“1851”) naming 1851 as the principal underwriter and distributor of the Contracts. 1851, an affiliate of Nassau Life, is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, and is a member of the Financial Industry Regulatory Authority. 1851’s principal executive offices are located at One American Row, PO Box 5056, Hartford, CT 06102-5056.

Distribution of Policy. The Policies are sold by insurance agents licensed to sell variable life insurance policies, who are registered representatives of broker-dealers who have selling agreements with FFS.

FLIAC pays FFS a commission on policies sold. In regards to VUL, in the first policy year, FLIAC pays FFS a commission of 99% of premiums paid up to the target premium and 6% of premiums paid in excess of the target premium. In policy years 2-10, FLIAC pays FFS a commission of 5% of premium payments. FLIAC pays FFS a commission of 3% of premium payments thereafter. In regards to SPVL, FLIAC pays a commission on policies sold of 7.175% of premium payments. Commissions paid on the Policies are not charged directly to Policyowners or the Separate Account. FFS is, in turn, responsible for paying sales representatives all commissions and other compensation that may be due to them for selling the policy. Sales representatives may sell other variable life insurance and annuity products as to which they receive more or less compensation than they do for selling the Policies.

OTHER INFORMATION

Reports. At least once each Policy year, FLIAC mails a report to the Policyowner within 31 days after the Policy anniversary. We mail the report to the last address known to us. The report shows (1) the death benefit at the beginning and end of the policy year, (2) the Accumulation Value and surrender value at the beginning and end of the policy year, (3) policy loan activity (4) all transactions which have occurred during the policy year, and (5) other information as may be required by applicable law or regulation. The report also shows your allocation among the Subaccounts and/or the Fixed Account on that anniversary.

State Regulation. FLIAC is subject to the laws of the State of New York governing insurance companies and to regulations of the New York State Department of Financial Services (the “Department”). FLIAC files an annual statement in a prescribed form with the Department each year covering our operations for the preceding year and our financial condition as of the end of such year. Our books and accounts are subject to review by the Department at any time. The Department conducts a full examination of our operations periodically. The Department does not engage in any supervision of our management or investment practices or policies, except to determine compliance with the requirements of the New York Insurance Law. FLIAC also is subject to regulation under the insurance laws of other jurisdictions in which FLIAC may operate.

VALUATION INFORMATION

Value of a Unit. For each Subaccount of Separate Account E, the value of a Unit of interest of that Subaccount initially was set arbitrarily at $10.00. The value of a Unit for any subsequent Valuation Period is determined by multiplying the value of a Unit for the immediately preceding Valuation Period by the Net Investment Factor for the Valuation Period for which the Unit Value is being calculated (see Appendix I, Example B). The investment performance of each Fund, and expenses and deductions of certain charges affect the Unit Value. The value of a Unit for the Subaccounts may increase or decrease from Valuation Period to Valuation Period.

5


Net Investment Factor. The Net Investment Factor for each Subaccount for any Valuation Period is determined by dividing (a) by (b) where:

(a) is the net result of:
                 
(1) the net asset value per share of the applicable Fund determined at the end of the current Valuation Period, plus
 
(2) the per share amount of any dividend or capital gains distributions made by the applicable Fund if the "ex-dividend" date occurs during the current Valuation Period, less
 
(3) the per share amount of any taxes charged by us.
 
(b) is the net asset value per share of the applicable Fund determined as of the end of the immediately preceding Valuation Period.

The Net Investment Factor may be greater or less than one, and therefore, the Unit value of any Subaccount may increase or decrease. (For an illustration of this calculation, see Appendix I, Example A.)

RELEVANCE OF FINANCIAL STATEMENTS

The values of the interests of Policyowners under the Policies will be affected by the investment results of the Subaccounts and the returns on any amounts they allocate to the Fixed Account. The financial statements of FLIAC as contained herein should be considered only as bearing upon FLIAC's ability to meet its obligations to Policyowners under the, including, but not limited to, the minimum and any declared excess interest credited on accumulation values in the Fixed Account, and they should not be considered as bearing on the investment performance of the Subaccounts.

6


APPENDIX I

EXAMPLE A

Formula and Illustration for Determining
the Net Investment Factor of a Subaccount
of Separate Account E

Net Investment Factor =      A+ B
C

Where:

A =  The Net Asset Value of a Fund share as of the end of the current Valuation Period.           
Assume = $8.51000000
B =  The per share amount of any dividend or capital gains distribution since the end of the immediately preceding Valuation Period, less the per share amount of any taxes charged by us.
Assume = $0
C =  The Net Asset Value of a Fund share as of the end of the immediately preceding Valuation Period.
Assume = $8.39000000
          
Then, the Net Investment Factor =  8.51000000 + 0       = $1.01430274
8.39000000

EXAMPLE B

Formula and Illustration for Determining
Unit Value of a Subaccount
of Separate Account E

Unit Value = A x B
Where:

A =  The Unit Value for the immediately preceding Valuation Period.           
Assume = $1.46328760
B = The Net Investment Factor for the current Valuation Period.
Assume = $1.01430274
   
Then, the Unit Value = $1.46328760 x 1.01430274 = $1.484216622

7










FIRST INVESTORS LIFE
SEPARATE ACCOUNT E

Financial Statements

December 31, 2019

(With Report of Independent Registered Public Accounting Firm Thereon)










FIRST INVESTORS LIFE
SEPARATE ACCOUNT E

Table of Contents

       Page
Report of Independent Registered Public Accounting Firm 1
  
Statement of Assets and Liabilities 3
  
Statement of Operations 5
  
Statements of Changes in Net Assets 7
  
Notes to Financial Statements 11

 


Report of Independent Registered Public Accounting Firm

To the Board of Directors of Foresters Life Insurance and
Annuity Company and Contract Owners of First Investors Life
Separate Account E:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of the sub-accounts listed in the Appendix that comprise the First Investors Life Separate Account E (the Separate Account) as of December 31, 2019, the related statements of operations for the year then ended, the statements of changes in net assets for the years or periods listed in the Appendix, and the related notes including the financial highlights in Note 6 (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of each sub-account as of December 31, 2019, the results of its operations for the year then ended, the changes in its net assets for the years or periods listed in the Appendix, and the financial highlights for each of the years or periods indicated in Note 6, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Separate Account’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Separate Account in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Such procedures also included confirmation of securities owned as of December 31, 2019, by correspondence with the transfer agent of the underlying mutual funds. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the auditor of one or more of Foresters Life Insurance and Annuity Company’s separate accounts since 2011.

New York, New York
April 1, 2020

1


Appendix

Statement of assets and liabilities as of December 31, 2019, the related statement of operations for the year then ended, and the statements of changes in net assets for each of the years in the two-year period then ended.

Government Cash Management
Fund for Income
Growth & Income
Special Situations
International
Growth Equity
Investment Grade
Limited Duration Bond
Opportunity
Total Return
Covered Call Strategy
Equity Income

Statement of changes in net assets for the period from January 1, 2018 to December 14, 2018 (closure).

Government
Balanced Income

Statement of changes in net assets for the period from January 1, 2018 to August 17, 2018 (closure).

Real Estate

2


FIRST INVESTORS LIFE
SEPARATE ACCOUNT E
Statement of Assets and Liabilities
December 31, 2019

        Government
Cash
Management
      Fund for
Income
      Growth &
Income
      Special
Situations
      International       Growth
Equity
 
Assets:                              

Investments at net asset value (note 3):

                             

Number of shares

1,087,402   1,450,077      634,664      465,713      398,342      795,118

Cost

$ 1,087,402 $ 9,255,711    $ 23,970,673    $ 14,914,534    $ 8,353,979    $ 10,220,894

First Investors Life Series Fund

$ 1,087,402 $ 9,222,492    $ 27,354,027    $ 15,000,606    $ 9,958,539    $ 13,143,295
Liabilities:                                

Payable to Foresters Life Insurance and Annuity Company

            —         —         —    

Net assets

  1,087,402   9,222,492      27,354,027      15,000,606      9,958,539      13,143,295

Net assets represented by contracts in accumulation period

$      1,087,402 $      9,222,492    $      27,354,027    $      15,000,606    $      9,958,539    $      13,143,295
Outstanding Units:                                
       94,130   444,837      937,512      481,596      402,954      444,036
Unit Value:                                
   $ 11.587 $ 20.749   $ 29.147   $ 31.119   $ 24.726   $ 29.592

3 (Continued)


FIRST INVESTORS LIFE
SEPARATE ACCOUNT E
Statement of Assets and Liabilities
December 31, 2019

  Investment   Limited Duration               Covered Call   Equity
       Grade       Bond      Opportunity      Total Return      Strategy      Income
Assets:                                  

Investments at net asset value (note 3):

                                 

Number of shares

  584,540      357,080      824,275      645,822      271,540      533,575

Cost

$ 6,278,520    $ 3,336,165    $ 12,936,867    $ 7,942,203    $ 3,037,491    $ 9,907,551

First Investors Life Series Fund

$ 6,441,632    $ 3,449,395    $ 16,073,365    $ 9,228,800    $ 3,380,668    $ 11,936,075
Liabilities:                                  

Payable to Foresters Life Insurance and Annuity Company

                     

Net assets

  6,441,632      3,449,395      16,073,365      9,228,800      3,380,668      11,936,075

Net assets represented by contracts in accumulation period

$      6,441,632    $ 3,449,395    $      16,073,365    $ 9,228,800    $ 3,380,668    $      11,936,075
Outstanding Units:                                  
    337,748      335,119      767,562      582,389      264,599      432,103
Unit Value:                                  
  $ 19.062   $ 10.256   $ 20.944   $ 15.846   $ 12.777   $ 27.591

 

See accompanying notes to financial statements

4


FIRST INVESTORS LIFE
SEPARATE ACCOUNT E
Statement of Operations
Year ended December 31, 2019

        Government
Cash
Management
      Fund for
Income
      Growth &
Income
      Special
Situations
      International       Growth
Equity
Investment income:                          

Income:

                         

Dividends

$ 15,409 $ 476,005 $ 390,568 $ 91,515 $ 70,572 $ 35,078

Expenses:

                         

Mortality and expense risks (note 5)

  13,262   137,463   362,643   179,879   127,287   154,307

Administrative charges (note 5)

  17,665   33,291   159,851   148,984   74,558   124,373

Total expenses

  30,927   170,754   522,494   328,863   201,845   278,680

Net investment income (loss)

           (15,518 )        305,251   (131,926 )   (237,348 )   (131,273 )         (243,602 )
Realized gain on investments:                          

Realized gain distributions

      —            3,968,028   880,253   740,534   649,073

Realized gain (loss) on investments

      (20,291 )   55,248   (18,288 )   58,848   80,392

Realized gains (losses)

      (20,291 )   4,023,276   861,965   799,382   729,465

Change in unrealized appreciation (depreciation) on investments

      612,412   1,203,585        1,508,083        1,128,048   1,741,721

Net increase (decrease) in net assets resulting from operations

$ (15,518 ) $ 897,372 $ 5,094,935 $ 2,132,700 $ 1,796,157 $ 2,227,584

5 (Continued)


FIRST INVESTORS LIFE
SEPARATE ACCOUNT E
Statement of Operations
Year ended December 31, 2019

Investment Limited Duration Covered Call Equity
Grade Bond Opportunity Total Return Strategy Income
Investment income:

Income:

Dividends

      $ 232,174       $ 21,977       $ 170,464       $ 161,874       $ 27,879       $ 319,305

Expenses:

Mortality and expense risks (note 5)

94,040 53,504 152,623 119,186 32,339 162,246

Administrative charges (note 5)

27,422 12,925 221,101 58,957 46,592 52,664

Total expenses

121,462 66,429 373,724 178,143 78,931 214,910

Net investment income (loss)

110,712 (44,452 ) (203,260 ) (16,269 ) (51,052 ) 104,395
Realized gain on investments:

Realized gain distributions

342,675 153,942 904,178

Realized gain (loss) on investments

(4,067 ) 6,294 46,522 33,066 1,034 39,729

Realized gains (losses)

(4,067 ) 6,294 389,197 187,008 1,034 943,907

Change in unrealized appreciation (depreciation) on investments

506,879               110,922 3,036,783 1,109,785 497,612 945,929

Net increase (decrease) in net assets resulting from operations

$      613,524 $ 72,764 $      3,222,720 $      1,280,524 $         447,594 $      1,994,231

See accompanying notes to financial statements

6


FIRST INVESTORS LIFE
SEPARATE ACCOUNT E
Statements of Changes in Net Assets
Years ended December 31, 2019 and 2018

Government
Cash Management Fund for Income Growth & Income Special Situations
2019 2018 2019 2018 2019 2018 2019 2018
Increase (decrease) in net assets:
From operations:
Net investment income (loss)      $ (15,518 )      $ (23,175 )      $ 305,251      $ 271,348      $ (131,926 )      $ (191,133 )      $ (237,348 )      $ (259,248 )
Realized gain distributions 3,968,028 1,057,139 880,253 1,562,461
Realized gain (loss) on investments (20,291 ) (18,094 ) 55,248 258,002 (18,288 ) 32,083
Change in unrealized appreciation (depreciation) on investments 612,412 (639,254 ) 1,203,585 (4,096,831 ) 1,508,083 (3,903,712 )
Net increase (decrease) in net assets resulting from operations (15,518 ) (23,175 ) 897,372 (386,000 ) 5,094,935 (2,972,823 ) 2,132,700 (2,568,416 )
 
From contract transactions:
Net insurance premiums from contract owners (2,042 ) (276,984 ) 592,707 734,589 2,081,591 2,349,349 1,896,311 2,362,154
Transfers upon closing of sub-accounts 851,727
Transfers between sub-accounts 55,150 (175,748 ) 116,690 44,480 (165,113 ) (540,142 ) 345,829 504,191
Cost of insurance (note 5) (29,607 ) (25,243 ) (136,623 ) (123,599 ) (416,824 ) (389,612 ) (241,929 ) (216,035 )
Transfers for contract benefits and terminations (154,198 ) (12,992 ) (656,084 ) (120,796 ) (1,096,878 ) (969,800 ) (739,252 ) (458,886 )
Increase (decrease) in net assets derived from contract transactions (130,697 ) 360,760 (83,310 ) 534,674 402,776 449,795 1,260,959 2,191,424
Net increase (decrease) in net assets (146,215 ) 337,585 814,062 148,674 5,497,711 (2,523,028 ) 3,393,659 (376,992 )
 
Net assets:
Beginning of year 1,233,617   896,032   8,408,430   8,259,756   21,856,316   24,379,344   11,606,947   11,983,939  
End of year $    1,087,402   $    1,233,617   $    9,222,492   $    8,408,430   $    27,354,027   $    21,856,316   $    15,000,606   $    11,606,947  

7 (Continued)


FIRST INVESTORS LIFE
SEPARATE ACCOUNT E
Statements of Changes in Net Assets
Years ended December 31, 2019 and 2018

International Growth Equity Government Investment Grade
2019 2018 2019 2018 2019 2018** 2019 2018
Increase (decrease) in net assets:             
From operations:
Net investment income (loss)      $ (131,273 )      $ (120,823 )      $ (243,602 )      $ (209,536 )      $      $ 50,224      $ 110,712      $ 105,016
Realized gain distributions 740,534 357,312 649,073 642,733
Realized gain (loss) on investments 58,848 54,359 80,392 103,371 (281,820 ) (4,067 ) (27,082 )
Change in unrealized appreciation (depreciation) on investments 1,128,048     (1,535,701 ) 1,741,721     (1,260,877 ) 147,678 506,879 (321,718 )
Net increase (decrease) in net assets resulting from operations 1,796,157 (1,244,853 ) 2,227,584 (724,309 ) (83,918 ) 613,524 (243,784 )
 
From contract transactions:
Net insurance premiums from contract owners 1,077,600 1,476,676 1,738,779 2,073,120 144,378 437,581 546,561
Transfers upon closing of sub-accounts (2,652,376 )
Transfers between sub-accounts (225,464 ) 365,448 70,840 64,079 (48,062 ) (35,113 ) (107,650 )
Cost of insurance (note 5) (158,649 ) (133,300 ) (213,335 ) (171,276 ) (39,031 ) (108,604 ) (94,822 )
Transfers for contract benefits and terminations (534,544 ) (297,606 ) (533,284 ) (265,806 ) (78,351 ) (324,113 ) (187,253 )
Increase (decrease) in net assets derived from contract transactions 158,943 1,411,218 1,063,000 1,700,117     (2,673,442 ) (30,249 ) 156,836
Net increase (decrease) in net assets 1,955,100 166,365 3,290,584 975,808 (2,757,360 ) 583,275 (86,948 )
 
Net assets:
Beginning of year 8,003,439 7,837,074 9,852,711 8,876,903 2,757,360 5,858,357 5,945,305
End of year $     9,958,539 $ 8,003,439 $     13,143,295 $ 9,852,711 $ $ $     6,441,632 $     5,858,357

8 (Continued)


FIRST INVESTORS LIFE
SEPARATE ACCOUNT E
Statements of Changes in Net Assets
Years ended December 31, 2019 and 2018

Limited Duration Bond Opportunity Real Estate Total Return
2019 2018 2019 2018 2019 2018* 2019 2018
Increase (decrease) in net assets:             
From operations:
Net investment income (loss)      $ (44,452 )      $ (2,395 )      $ (203,260 )      $ (294,836 )      $      $ (594 )      $ (16,269 )      $ (40,462 )
Realized gain distributions 342,675 151,460 153,942 35,753
Realized gain (loss) on investments 6,294 (1,312 ) 46,522 21,298 4,610 33,066 27,510
Change in unrealized appreciation (depreciation) on investments 110,922 7,879 3,036,783 (2,274,629 ) 672 1,109,785 (773,444 )
Net increase (decrease) in net assets resulting from operations 72,764 4,172 3,222,720 (2,396,707 ) 4,688 1,280,524 (750,643 )
 
From contract transactions:
Net insurance premiums from contract owners 210,223 117,250 2,491,684 2,997,349 279,372 788,785 922,336
Transfers upon closing of sub-accounts 2,652,376 (851,727 ) 685,257
Transfers between sub-accounts 11,305 178,417 (221,750 ) 130,742 (521,158 ) (3,189 ) (21,289 )
Cost of insurance (note 5) (59,771 ) (15,711 ) (274,939 ) (240,923 ) (18,353 ) (140,402 ) (116,494 )
Transfers for contract benefits and terminations (199,111 ) (45,006 ) (698,304 ) (362,136 ) (17,063 ) (419,924 ) (287,224 )
Increase (decrease) in net assets derived from contract transactions (37,354 ) 2,887,326 1,296,691 2,525,032     (1,128,929 ) 225,270 1,182,586
Net increase (decrease) in net assets 35,410 2,891,498 4,519,411 128,325 (1,124,241 ) 1,505,794 431,943
 
Net assets:
Beginning of year 3,413,985 522,487 11,553,954 11,425,629 1,124,241 7,723,006 7,291,063
End of year $     3,449,395 $     3,413,985 $     16,073,365 $     11,553,954 $ $ $     9,228,800 $     7,723,006

9 (Continued)


FIRST INVESTORS LIFE
SEPARATE ACCOUNT E
Statements of Changes in Net Assets
Years ended December 31, 2019 and 2018

Balanced Income Covered Call Strategy Equity Income
2019 2018** 2019 2018 2019 2018
Increase (decrease) in net assets:                
     From operations:
          Net investment income (loss)       $       $ 14,715       $ (51,052 )       $ (43,893 )       $ 104,395       $ (23,574 )
          Realized gain distributions 21,355 904,178 303,810
          Realized gain (loss) on investments (25,940 ) 1,034 74 39,729 97,655
          Change in unrealized appreciation (depreciation) on investments (56,656 ) 497,612 (245,600 ) 945,929 (1,475,211 )
               Net increase (decrease) in net assets resulting from operations (46,526 ) 447,594 (289,419 ) 1,994,231 (1,097,320 )
 
     From contract transactions:
          Net insurance premiums from contract owners 155,079 826,911 1,075,857 804,425 1,046,772
          Transfers upon closing of sub-accounts      (685,257 )
          Transfers between sub-accounts (167,070 ) 40,446 229,302 10,020 (151,495 )
          Cost of insurance (note 5) (13,118 ) (65,321 ) (44,570 ) (176,869 ) (160,624 )
          Transfers for contract benefits and terminations (11,125 ) (61,832 ) (28,587 ) (381,775 ) (332,604 )
               Increase (decrease) in net assets derived from
                    contract transactions
(721,491 ) 740,204 1,232,002 255,801 402,049
               Net increase (decrease) in net assets (768,017 ) 1,187,798 942,583 2,250,032 (695,271 )
 
Net assets:
     Beginning of year 768,017 2,192,870 1,250,287 9,686,043      10,381,314
     End of year $ $ $      3,380,668 $      2,192,870 $      11,936,075 $ 9,686,043

* For period January 1, 2018 to August 17, 2018.
** For period January 1, 2018 to December 14, 2018.

See accompanying notes to financial statements

10


FIRST INVESTORS LIFE
SEPARATE ACCOUNT E

Notes to Financial Statements

December 31, 2019

(1) Organization
        
First Investors Life Separate Account E (Separate Account E), a unit investment trust registered under the Investment Company Act of 1940 (the 1940 Act), is a segregated investment account established by Foresters Life Insurance and Annuity Company (FLIAC), formerly First Investors Life Insurance Company, and exists in accordance with the regulations of the New York State Department of Financial Services. Assets of Separate Account E have been used to purchase shares in diversified investment funds (the Funds). Up until October 4, 2019, the assets were used to purchase shares of First Investors Life Series Funds, an open end diversified management investment company registered under the 1940 Act. On October 4, 2019, each series of the First Investors Life Series Funds managed by Foresters Investment Management Company (FIMCO), an affiliate of FLIAC, reorganized into a substantially similar series of the Delaware VIP Trust, managed by Delaware Management Company, a series of Macquarie Investment Management Business Trust.
 
FLIAC offers a modified single premium variable life product (SPVL) and a variable universal life product (VUL) through Separate Account E.
 
The contract holder directs the deposits into the sub-accounts that comprise Separate Account E and bears the investment risk if the sub-accounts do not meet their stated investment objectives. On October 4, 2019 the Select Growth sub-account name was changed to Growth Equity and the Limited Duration High Quality Bond sub-account name was changed to Limited Duration Bond. The sub-accounts invest in the following underlying Delaware VIP Fund Series portfolios: Government Cash Management, Fund for Income, Growth & Income, Special Situations, International, Growth Equity, Investment Grade, Limited Duration Bond, Opportunity, Total Return, Covered Call Strategy, and Equity Income.
 
(2) Significant Accounting Practices
 
(a) Basis of Presentation
        
The financial statements of Separate Account E are presented in conformity with U.S. generally accepted accounting principles based on guidance in Accounting Standards Codification (ASC) 946 Financial Services – Investment Companies.
 
(b) Use of Estimates
 
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

11 (Continued)


FIRST INVESTORS LIFE
SEPARATE ACCOUNT E

Notes to Financial Statements

December 31, 2019

         (c) Fair Value Measurements
            
  Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of investments in Separate Account E is determined using valuation techniques that maximize the use of observable inputs (Levels 1 and 2) and minimize the use of unobservable inputs (Level 3) within the fair value hierarchy established by the Financial Accounting Standards Board (FASB). The three levels of inputs within this hierarchy are described below:
   
           Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities that Separate Account E has the ability to access.
   
  Level 2 – observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
   
  Level 3 – unobservable inputs for the asset and liability, to the extent relevant inputs are not available, representing Separate Account E’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

12 (Continued)


FIRST INVESTORS LIFE
SEPARATE ACCOUNT E

Notes to Financial Statements

December 31, 2019

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
          
In August 2018, the FASB issued Accounting Standards Update (ASU) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which amends ASC 820 to add, remove, and modify fair value measurement disclosure requirements. The guidance is effective for all entities for fiscal years beginning after December 15, 2019. Separate Account E will adopt the provisions of this guidance for its fiscal year beginning January 1, 2020 and will not have an impact on the financial position, results of operations or changes in net assets of Separate Account E.
   
         (d) Subsequent Events
   
Management has evaluated subsequent events from the balance sheet date through April 1, 2020, the date that the financial statements were available to be issued.
   
The U.S. stock and bond markets have encountered significant volatility and the global economy experienced a downturn during the first quarter of 2020. The conditions directly and indirectly affect the companies in which the underlying Funds invest, which has impacted their valuations. Although management cannot quantify the full impact of these conditions as of the issuance of the financial statements, to date Funds shares continue to be redeemed in the normal course of business at the current NAV.
   
(e) Investments
   
Shares of the Funds held by each of the sub-accounts of Separate Account E are valued at net asset value (NAV) per share of such Funds, which value the underlying investment securities at fair value on a daily basis. The NAV is a Level 1 input within the FASB fair value hierarchy since there is a readily determinable market, there are no restrictions on the Funds’ redemption and sufficient transaction volumes exists. All distributions received from the Funds are reinvested to purchase additional shares of the Funds at net asset value. Investment transactions are accounted for on a trade date basis and average cost is the basis followed in determining the cost of investments sold for financial statement purposes.
   
(f) Investment Income
   
Investment income consists of dividends declared by the Funds and is recognized on the ex-dividend date. Realized gains and losses are recorded on a trade date basis. Reinvested realized gain distributions are recorded when received. Average cost is used as the basis of investments held and sold. The change in the value of the Funds is recorded as unrealized appreciation or depreciation and is included in the accompanying statement of operations.

13 (Continued)


FIRST INVESTORS LIFE
SEPARATE ACCOUNT E

Notes to Financial Statements

December 31, 2019

         (g) Federal Income Taxes
                   
Separate Account E is not taxed separately because its operations are part of the total operations of FLIAC, which is taxed as a life insurance company under the Internal Revenue Code. Separate Account E is not taxed as a regulated investment company under Subchapter M of the Code. Under existing Federal income tax law, no taxes are payable on the investment income or on the capital gains of Separate Account E, accordingly no provision for federal income taxes has been made.

14 (Continued)


FIRST INVESTORS LIFE
SEPARATE ACCOUNT E

Notes to Financial Statements

December 31, 2019

(3) Investments
          
At December 31, 2019, investments in Funds in which the sub-accounts of the Separate Account invest, were presented using the NAV of the Funds. There were no transfers between the Levels in the FASB fair value hierarchy during the year ended December 31, 2019.
   
Investments consist of the following at December 31, 2019:

        Net asset Fair
  Shares value value Cost
         First Investors Life Series Fund:      
       Government Cash Management 1,087,402       $ 1.00       $ 1,087,402       $ 1,087,402
       Fund for Income 1,450,077 $ 6.36 $ 9,222,492 $ 9,255,711
       Growth & Income 634,664 $ 43.10 $      27,354,027 $      23,970,673
       Special Situations 465,713 $ 32.21 $ 15,000,606 $ 14,914,534
       International 398,342 $      25.00 $ 9,958,539 $ 8,353,979
       Growth Equity 795,118 $ 16.53 $ 13,143,295 $ 10,220,894
       Investment Grade 584,540 $ 11.02 $ 6,441,632 $ 6,278,520
       Limited Duration Bond 357,080 $ 9.66 $ 3,449,395 $ 3,336,165
       Opportunity 824,275 $ 19.50 $ 16,073,365 $ 12,936,867
       Total Return 645,822 $ 14.29 $ 9,228,800 $ 7,942,203
       Covered Call Strategy 271,540 $ 12.45 $ 3,380,668 $ 3,037,491
       Equity Income 533,575 $ 22.37 $ 11,936,075 $ 9,907,551

        The cost of purchases and proceeds from sale of investments for the year ended December 31, 2019 were as follows:

  Purchases Sales
         Government Cash Management       $ 68,518       $ 214,733
  Fund for Income $ 902,380 $ 680,439
  Growth & Income $      5,272,527 $      1,033,649
  Special Situations $ 2,322,753 $ 418,793
  International $ 1,263,485 $ 495,282
  Growth Equity $ 1,925,108 $ 456,636
  Investment Grade $ 537,834 $ 457,371
  Limited Duration Bond $ 241,378 $ 323,184
  Opportunity $ 1,786,867 $ 350,761
  Total Return $ 753,537 $ 390,594
  Covered Call Strategy $ 726,080 $ 36,929
  Equity Income $ 1,628,296 $ 363,923

15 (Continued)


FIRST INVESTORS LIFE
SEPARATE ACCOUNT E

Notes to Financial Statements

December 31, 2019

(4) Changes in Units
          
The changes in units outstanding for the years ended December 31, 2019 and 2018 were as follows:

  2019 2018
  Net Net
  Units Units increase Units Units increase
  issued redeemed (decrease) issued redeemed (decrease)
         Government Cash                                    
       Management 100,942    (114,986 )     (14,044 ) 349,312   (320,729 ) 28,583
  Fund for Income 21,320 (33,874 ) (12,554 ) 37,130 (17,735 ) 19,395
  Growth & Income 35,243 (38,575 ) (3,332 ) 42,096 (44,875 ) (2,779 )
  Special Situations 47,355 (14,229 ) 33,126 69,847 (7,935 ) 61,912
  International 19,791 (21,339 ) (1,548 ) 68,905 (12,349 ) 56,556
  Growth Equity 46,678 (16,554 ) 30,124 70,080 (15,239 ) 54,841
  Government 11,276 (203,984 )    (192,708 )
  Investment Grade 16,814 (25,005 ) (8,191 ) 28,459 (27,025 ) 1,434
  Limited Duration Bond 21,720 (31,881 ) (10,161 ) 302,170 (9,810 ) 292,360
  Opportunity 67,877 (18,195 ) 49,682 123,660 (6,507 ) 117,153
  Real Estate 17,720 (120,385 ) (102,665 )
  Total Return 29,493 (26,494 ) 2,999 96,908 (22,486 ) 74,422
  Balanced Income 11,604 (78,443 ) (66,839 )
  Covered Call Strategy 59,447 (3,155 ) 56,292 104,161 (2,774 ) 101,387
  Equity Income 16,265 (14,439 ) 1,826 27,162 (19,816 ) 7,346

(5) Separate Account Charge and Deductions
          
In consideration for its assumption of the mortality and expense risks connected with the SPVL and VUL contracts, FLIAC computes the charge at an effective annual rate of 1.75% and 0.50%, respectively, of the Sub-account Accumulation Value. This deduction is assessed through a reduction of units.
   
Separate Account E is also charged monthly by FLIAC for the cost of insurance protection. This amount varies with the age and sex of the insured and the net amount of insurance at risk and is assessed through the redemption of units on the anniversary date of the policy.
   
Optional insurance riders available under VUL contracts carry an additional charge.
   
With the exception of the Children’s Term Rider, this amount varies with the age and sex of the insured and is assessed through the redemption of units on each monthly deduction date following election of the rider. The Children’s Term Rider is $0.464 per $1,000 of coverage.

16 (Continued)


FIRST INVESTORS LIFE
SEPARATE ACCOUNT E

Notes to Financial Statements

December 31, 2019

A monthly policy charge of $10 is deducted from the accumulation value of VUL contracts and is assessed through the redemption of units.
        
A face amount charge is also deducted monthly from the accumulation value of VUL contracts. This charge is calculated based upon each $1,000 of face amount and may vary with the age and sex of the insured. It is assessed through the redemption of units.

17 (Continued)


FIRST INVESTORS LIFE
SEPARATE ACCOUNT E

Notes to Financial Statements

December 31, 2019

(6) Financial Highlights
          

  Net assets
        Investment
  income ratio Expense ratio Total return
        Units 1       Unit value ($)       ($000s)       (%) 2       (%) 3       (%) 4
         Government Cash
  Management:
       December 31:
            2019 94,130 11.587 1,087 1.14 1.35
            2018 108,174 11.433 1,234 1.34 1.24
            2017 79,591 11.292 896 0.29 0.26
            2016 57,336 11.263 646
            2015 110,841 11.263 1,249
   
  Fund for Income:
       December 31:
            2019 444,837 20.749 9,222 5.23 12.78
            2018 457,391 18.398 8,408 5.09 (2.58 )
            2017 437,997 18.885 8,260 4.87 6.82
            2016 410,587 17.679 7,254 5.37          11.12
            2015 409,633 15.909 6,511 5.15 (1.85 )
   
  Growth & Income:
       December 31:
            2019 937,512 29.147 27,354 1.54 25.60
            2018 940,844 23.207 21,856 1.38 (10.17 )
            2017 943,623 25.833 24,379 1.47 18.28
            2016 918,109 21.841 20,052 1.38 9.88
            2015 900,228 19.877 17,909 1.13 (3.12 )
   
  Special Situations:  
       December 31:
            2019       481,596 31.119 15,001 0.67 20.36
            2018 448,470 25.856 11,607 0.45 (16.59 )
            2017 386,558 31.001 11,984 0.85 18.26
            2016 351,438 26.213 9,212 0.52 16.10
            2015 332,472 22.577 7,512 0.60 (0.52 )
   
  International:
       December 31:
            2019 402,954 24.726 9,959 0.75 24.91
            2018 404,502 19.796 8,003 0.76 (12.16 )
            2017 347,946 22.536 7,837 1.06 32.96
            2016 338,678 16.949 5,736 1.19 (4.20 )
            2015 302,552 17.692 5,353 1.06 3.49
   
  Growth Equity:
       December 31:
            2019 444,036 29.592 13,143 0.29 24.35
            2018 413,912 23.797 9,853 0.31 (3.79 )
            2017 359,071 24.735 8,877 0.48 32.80
            2016 338,641 18.626 6,303 0.58 4.04
            2015 283,456 17.903 5,075 0.35 3.21
   
  Government: 5
       December 31:
            2018 3.65 (1.19 )
            2017 192,708 14.319 2,757 1.91 1.53
            2016 190,854 14.103 2,688 2.11 0.48
            2015 192,610 14.035 2,700 2.23 0.04

18 (Continued)


FIRST INVESTORS LIFE
SEPARATE ACCOUNT E

Notes to Financial Statements

December 31, 2019

  Net assets
  Investment
  income ratio Expense ratio Total return
                     Units 1       Unit value ($)       ($000s)       (%) 2       (%) 3       (%) 4
  Investment Grade:
       December 31:
            2019 337,748 19.062 6,442 3.69 12.62
            2018 345,939 16.926 5,858 3.78 (2.03 )
            2017 344,505 17.276 5,945 3.76 4.72
            2016 325,173 16.497 5,356 4.03 4.65
            2015 323,644 15.764 5,097 4.05 (0.35 )
   
  Limited Duration Bond:
       December 31:
            2019 335,119 10.256 3,449 0.63 4.09
            2018 345,280 9.853 3,414 1.62 (0.22 )
            2017 52,921 9.875 522 1.62 1.25
            2016 41,653 9.752 406 0.79 0.64
            2015 26,727 9.690 259 (0.51 )
   
  Opportunity:
       December 31:
            2019 767,562 20.944 16,073 1.18 30.11
            2018 717,880 16.097 11,554 0.50         (15.38 )
            2017 600,726 19.023 11,426 0.58 19.00
            2016 492,345 15.986 7,870 0.38 8.26
            2015 354,078 14.767 5,230 0.17 (0.81 )
   
  Real Estate: 5
       December 31:
            2018 1.90 1.56
            2017 102,664 10.954 1,124 1.17 1.26
            2016 62,083 10.817 672 0.30 6.57
            2015 13,432 10.150 136 1.50
   
  Total Return:
       December 31:
            2019 582,389 15.846 9,229 1.87 18.88
            2018 579,390 13.329 7,723 1.61 (7.65 )
            2017 504,968 14.434 7,291 1.51 11.75
            2016 451,029 12.916 5,827 1.36 6.62
            2015 399,992 12.114 4,846 0.87 (1.61 )
   
  Balanced Income: 5
       December 31:
            2018 4.21 (4.01 )
            2017 66,839 11.494 768 0.95 9.57
            2016 40,561 10.490 426 6.71
            2015 9,287 9.830 91 (1.70 )
   
  Covered Call Strategy: 5
       December 31:
            2019 264,599 12.777 3,381 0.95 21.37
            2018 208,307 10.527 2,193 0.88 (9.99 )
            2017 106,920 11.695 1,250 0.27 11.07
            2016 39,798 10.530 419 5.30
   
  Equity Income:
       December 31:
            2019 432,103 27.591 11,936 2.90 22.71
            2018 430,277 22.485 9,686 1.79 (8.42 )
            2017 422,931 24.551 10,381 1.83 15.52
            2016 407,316 21.253 8,656 1.93 13.28
            2015 400,037 18.762 7,515 1.63 (1.03 )
   
  Target Maturity 2015: 5
       December 31:
            2015 9.45 (0.41 )

19 (Continued)


FIRST INVESTORS LIFE
SEPARATE ACCOUNT E

Notes to Financial Statements

December 31, 2019

1. These units include units held for certain direct charges to contract owner accounts through the redemption of units.
          
         2. These amounts represent the dividends, excluding distributions of capital gains, received by the sub-account from the underlying mutual fund, divided by the average net assets. These ratios exclude those expenses, such as the separate account charge, that are assessed against contract owner accounts either through reductions in unit values or redemption of units. The recognition of investment income by the sub-account is affected by the timing of the declaration of dividends by the underlying fund in which the sub-account invests.
   
3. These amounts represent the annualized contract expenses of the separate account for the periods indicated. There are no expenses that result in a direct reduction in unit value. Charges made directly to contract owner accounts through redemption of units and expenses of the underlying fund have been excluded.
   
4. These amounts represent the total return for the periods indicated, including changes in value of the underlying fund, and expenses assessed through the reduction of unit values. These ratios do not include any expenses assessed through the redemption of units.
   
5. The Real Estate and the Balanced Income sub-accounts were launched on May 1, 2015 and November 2, 2015, respectively. The total return for the Real Estate and the Balanced Income sub-accounts for 2015 were calculated for the period May 1, 2015 to December 31, 2015 and November 2, 2015 to December 31, 2015, respectively. The Target Maturity 2015 sub-account was closed on December 15, 2015. The total return for the Target Maturity 2015 sub-account for 2015 was calculated for the period January 1, 2015 to December 14, 2015. The Covered Call Strategy sub-account was launched on May 2, 2016. The total return for the Covered Call Strategy sub-account was calculated for the period May 2, 2016 to December 31, 2016. The Real Estate sub-account was closed on August 17, 2018. The total return for the Real Estate sub-account was calculated for the period January 1, 2018 to August 17, 2018. The Government and Balanced Income sub-accounts were closed on December 14, 2018. The total return for the Government and Balanced Income sub-accounts were calculated for the period January 1, 2018 to December 14, 2018.

20


PART C
OTHER INFORMATION

Item 26. Exhibits

(a) Resolution of the Board of Directors of First Investors Life Insurance Company establishing  First Investors Life Separate Account E (the “Separate Account” or the “Registrant”).1
(b) Not applicable.
(c) Underwriting and distribution contracts:
(1) Underwriting Agreement between First Investors Life Insurance Company, the Separate Account and First Investors Corporation.2
(2) Underwriting Agreement between Foresters Life Insurance and Annuity  Company, the Separate Account and 1851 Securities, Inc., filed herewith.
(3) Broker-Dealer and General Agent Sales Agreement between Foresters Financial Services, Inc., Foresters Life Insurance and Annuity Company and Cetera  Investment Services LLC, filed herewith.
(d) Specimen Variable Universal Life Policy issued by First Investors Life Insurance Company for  participation in the Separate Account.2
(e) Form of application used with contracts provided in response to (d) above.3
(f) Depositor instrument of organization and by-laws:
(1) Certificate of Incorporation of Nassau Life Insurance Company (“NNY” or the  “Depositor”), filed herewith.
(2) By-laws of NNY, filed herewith.
(3) Resolutions of the Board of Directors of NNY approving the merger of Foresters  Life Insurance and Annuity Company with and into NNY, filed herewith.
(g) Not applicable.
(h) Fund Participation Agreement between Foresters Life Insurance and Annuity Company, the  Separate Account and Delaware VIP® Trust (including Rule 22c-2 shareholder information  agreement), filed herewith.
(i) Administrative Services Agreement between NNY (formerly Phoenix Life Insurance  Company) and Nassau Companies of New York (formerly The Phoenix Companies, Inc.), filed  herewith.
(j) None.
(k) Opinion and consent of counsel, filed herewith.
(l) Not applicable.
(m) Not applicable.
(n) Consents of Independent Registered Public Accounting Firm, filed herewith.
(o) Not applicable.
(p) Not applicable.
(q) Memorandum Regarding Issuance, Transfer and Redemption Procedures pursuant to Rule 6e- 3(T)(b)(12)(iii) under the Investment Company Act of 1940.4
(r) Powers of attorney for Phillip Gass, Thomas Williams, David Monroe, Leanne Bell, Kevin  Gregson, Michael Kalen and Leland Launer, filed herewith.

1 Incorporated herein by reference to the initial Registration Statement on Form N-6 (File Nos. 333-123756; 811-21742) filed by the Registrant on April 1, 2005.

2 Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 (File Nos. 333-191937; 811-21742) filed by the Registrant on March 14, 2014.

3 Incorporated herein by reference to the initial Registration Statement on Form N-6 (File Nos. 333-191937; 811-21742) filed by the Registrant on October 28, 2013.


4 Incorporated herein by reference to Post-Effective Amendment No. 6 to the Registration Statement on Form N-6 (File Nos. 333-191937; 811-21742) filed by the Registrant on April 26, 2018.

Item 27. Directors and Officers of the Depositor

The following are the directors and officers of NNY. Unless otherwise noted, each director’s and officer’s principal business address is One American Row, Hartford, CT 06102.

           Name       Positions and Offices with Depositor
Phillip Gass President, Chief Executive Officer and Director
       
Thomas Buckingham Vice President, Chief Product and Service Officer
       
Kostas Cheliotis Vice President, General Counsel, Secretary and Director
       
David Czerniecki Vice President, Chief Investment Officer
       
Richard Daniel McCoach Vice President, Chief Information Officer
       
William Moorcroft Chief Compliance Officer, Anti-Money Laundering Officer
       
Justin Mosbo Vice President, Chief Actuary
       
Thomas Williams Vice President, Chief Financial Officer and Director
       
Leanne Bell Director
       
Kevin Gregson Director
       
Michael Kalen Director
       
Leland Launer Director

Item 28. Persons Controlled by or Under Common Control with the Depositor or Registrant

The Registrant is a separate account of NNY, a stock life insurance company incorporated under the laws of the State of New York. NNY is an indirect subsidiary of Nassau Financial Group L.P. An organization chart of Nassau Financial Group L.P. is set forth below.

Nassau Financial Group L.P. (Cayman) (Individuals) [Contract]
       Nassau Financial Group L.P. (Cayman) [Contract]
              Nassau Asset Management LLC (Delaware) [100%]
                      Nassau CorAmerica LLC (Delaware) [100%]
                            Nassau CorAmerica Loan Company LLC (Delaware) [100%]
                            Nassau CorAmerica Advisors LLC (Delaware) [100%]
                            Nassau CorAmerica FL1 GP LLC (Delaware) [100%]
                                   Nassau CorAmerica 2019-FL1 LP (Delaware) [100%]
                                   Nassau CorAmerica 2019-FL1 LLC (Delaware) [Contract]
                                   Nassau CorAmerica 2019-FL1 (Cayman) LP [Contract]



                     Nassau Corporate Credit LLC (Delaware) [100%]
                            NCC CLO Manager LLC (Delaware) [100%]
                            NCC Management LLC (Delaware) [100%]
                            Nassau Private Credit LLC (Delaware) [100%]
                            Nassau Private Credit GP LLC (Delaware) [100%]
                     Nassau Private Credit Onshore Fund LP (Delaware) [Contract]
                     Nassau Private Credit Master Fund LP (Kentucky) [Contract]
                     Nassau Private Credit Offshore Fund LP (Kentucky) [Contract]
              NPC SGP LLC (Delaware) [100%]
              Nassau Alternative Investments LLC (Delaware) [100%]
              NAMCO Services LLC (Delaware) [100%]
              NSRE Saybrus Holdings, LLC (Delaware) [100%]
                     Saybrus Partners, LLC (Delaware) [86.2%]
                            Dedicated Distribution Partners, LLC (Delaware) [100%]
                     Saybrus Management Holding Company Inc. (Delaware) [Contract]
                            Saybrus Holdings, LLC (Delaware) [100%]
                                   Saybrus Equity Services, LLC (Delaware) [100%]
              Nassau Insurance Group Holdings GP, LLC (Delaware) [Contract]
                     Nassau Insurance Group Holdings, L.P. (Delaware) [Contract]
                            The Nassau Companies (Delaware) [100%]
                                   Nassau Life Insurance Company of Texas (Texas) [100%] (1)
                                   Nassau Life Insurance Company of Kansas (Kansas) [100%]
                                   Nassau Life and Annuity Company (Connecticut) [100%]
                                          Lynbrook Re, Inc. (Vermont) [100%]
                                   Nassau Co-Invest Fund LLC (Delaware) [100%]
                                   Sunrise Re, Inc. (Vermont) [100%]
                     The Nassau Companies of New York (Delaware) [100%]
                            Nassau CLO SPV-I LLC (Delaware) [56%] (2)
                            Nassau CLO SPV-II LLC (Delaware) [54.34%] (3)
                            Nassau Employee Co-Invest Fund I LLC (Delaware) [51%] (4)
                            Nassau Life Insurance Company NY (New York) [100%]
                                   PM Holdings, Inc. (Connecticut) [100%]
                                   Phoenix Founders, Inc. (Connecticut) [100%]
              Nassau 2019 CFO LLC (Delaware) [76.73%] (5)
              Nassau 2019 CFO Fund LLC (Delaware) [100%]
                     PHL Delaware LLC (Delaware) [100%]
                     DSM Sands LLC (Delaware) [100%]
                     PHL Variable Insurance Company (Connecticut) [100%]
                            Concord Re, Inc. (Connecticut) [100%]
                     Westgate Delaware LLC (Delaware) [100%]
              Nassau Reinsurance LLC (Delaware) [100%]
                     NSRE BD Holdco LLC (Delaware) [100%]
                            1851 Securities, Inc. (Delaware) [100%]
              Nassau Cayman Brac Holding Company (Delaware) [100%]
                     Nassau Re (Cayman Brac) Ltd. (Cayman) [100%]

Item 29. Indemnification

Section 6.1 of the By-laws of NNY provides as follows:


To the full extent permitted by the laws of the State of New York, NNY shall indemnify any person made or threatened to be made a party to any action, proceeding or investigation, whether civil or criminal, by reason of the fact that such person, or such person’s testator or intestate:

(1) is or was a director, officer or employees of the company; or
   
(2) serves or served another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity at the request of the company, and at the time of such services, was a director, officer or employee of the company

against judgements, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with or as a result of such action, proceeding or investigation, or any appeal therein.

Subject to applicable law, the indemnification provided in this Article VI shall not be deemed to be exclusive of any other rights to which a director, officer or employee of the company seeking indemnification may be entitled.

In addition, the directors and officers of the company are insured against certain liabilities arising out of their conduct in such capacities. The coverage is subject to certain terms and conditions and to the specified coverage limit set forth in the applicable policies.

Under the terms of the underwriting agreement between NNY and 1851 Securities, Inc., NNY will indemnify and hold harmless 1851 Securities, Inc. for any expenses, losses, claims, damages or liabilities (including attorney fees) incurred by reason of any material misrepresentation or omission in a registration statement or prospectus for a variable insurance product for which 1851 Securities, Inc. serves as principal underwriter; provided, however, NNY shall not be required to indemnify for any expenses, losses, claims, damages or liabilities which have resulted from the negligence, misconduct or wrongful act of 1851 Securities, Inc.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 30. Principal Underwriters

(a) 1851 Securities, Inc. is the principal underwriter for the policies supported by the Registrant. 1851 Securities, Inc. acts as principal underwriter for the following investment companies (including the Registrant): First Investors Life Variable Annuity Fund C, First Investors Life Variable Annuity Fund D, First Investors Life Level Premium Variable Life Insurance (Separate Account B); First Investors Life Separate Account E, and First Investors Life Variable Annuity Fund A; Nassau Life Separate Account C; Nassau Life Separate Account D; Nassau Life Variable Accumulation Account; Nassau Life Variable Universal Life Account; PHL Variable Accumulation Account; PHL Variable Accumulation Account II; PHLVIC Variable Universal Life Account; and Nassau Life and Annuity Variable Universal Life Account. These investment companies are separate accounts of NNY or affiliates thereof. 1851 Securities, Inc. does not serve as depositor, sponsor or investment adviser to any investment companies.



(b) The following are the directors and officers of 1851 Securities, Inc. Unless otherwise noted, each director’s and officer’s business address is One American Row, Hartford, CT 06102.

Name       Positions and Offices with Principal
Underwriter
William Moorcroft Chief Executive Officer, Chief Compliance Officer and Director
     
Peter Hosner Jr.* Chief Financial Officer
     
Walter Costenbader Financial and Operations Principal (FinOP)
     
Thomas Buckingham Director
     
Susan Guazzelli Director
     
Hayley Maldonado Director
     
*Business address is 15 Tech Valley Drive, East Greenbush, New York 12061.

(c) 1851 Securities, Inc. did not receive, directly or indirectly, any commissions or other compensation from the Registrant during the Registrant’s last fiscal year. The following commissions and other compensation were received by Foresters Financial Services, Inc., the former principal underwriter for the policies supported by the Registrant, directly or indirectly, from the Registrant during the Registrant’s last fiscal year (all such compensation was paid by Foresters Life Insurance and Annuity Company):

(1) Name of Principal (2) Net Underwriting (3) Compensation on (4) Brokerage (5) Other
Underwriter Discounts and Commissions Redemption Commissions Compensation
Foresters Financial Services, Inc.       $1,814,669       None       None       None

Item 31. Location of Accounts and Records

The accounts, books and other documents required to be maintained pursuant to Section 31(a) of the Investment Company Act of 1940 and rules promulgated thereunder are maintained by NNY at Vital Records, 563 New Center Road, Flagtown, NJ 08821 (electronic record storage) and at Archive Systems, 25 Commerce Road, Fairfield, NJ 07004 (archive records).

Item 32. Management Services

Not applicable.

Item 33. Fee Representation

NNY represents that the fees and charges deducted under the policies described in this Registration Statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred and the risks assumed by NNY under the policies.


SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment Company Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Hartford, and State of Connecticut on this 8th day of July, 2020.

FIRST INVESTORS LIFE SEPARATE ACCOUNT E
(Registrant)
 
By:   /s/ Phillip Gass  
Phillip Gass*
President and Chief Executive Officer
Nassau Life Insurance Company
 
NASSAU LIFE INSURANCE COMPANY
(Depositor)
 
By: /s/ Phillip Gass      
Phillip Gass*
President and Chief Executive Officer
Nassau Life Insurance Company

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature       Title       Date
/s/ Phillip Gass President, Chief Executive Officer July 8, 2020
Phillip Gass* and Director
 
/s/ Thomas Williams Chief Financial Officer and July 8, 2020
Thomas Williams* Director
 
/s/ David Monroe Chief Accounting Officer July 8, 2020
David Monroe*
 
/s/ Leanne Bell Director July 8, 2020
Leanne Bell*
 
/s/ Kevin Gregson Director July 8, 2020
Kevin Gregson*
 
/s/ Michael Kalen Director July 8, 2020
Michael Kalen*
 
/s/ Leland Launer Director July 8, 2020
Leland Launer*

*By: /s/ Kostas Cheliotis                                        
Kostas Cheliotis (Attorney-in-Fact pursuant to powers of attorney filed herewith)
Date: July 8, 2020


INDEX OF EXHIBITS

Exhibit Number       Description
(c)(2) Underwriting Agreement between Foresters Life Insurance and Annuity Company, the Separate Account and 1851 Securities, Inc.
     
(c)(3) Broker-Dealer and General Agent Sales Agreement between Foresters Financial Services, Inc., Foresters Life Insurance and Annuity Company and Cetera Investment Services LLC
     
(f)(1) Certificate of Incorporation of NNY
     
(f)(2) By-laws of NNY
     
(f)(3) Resolutions of the Board of Directors of NNY approving the merger of Foresters Life Insurance and Annuity Company with and into NNY
     
(h) Fund Participation Agreement between Foresters Life Insurance and Annuity Company, the Separate Account and Delaware VIP® Trust (including Rule 22c-2 shareholder information agreement)
     
(i) Administrative Services Agreement between NNY (formerly Phoenix Life Insurance Company) and Nassau Companies of New York (formerly The Phoenix Companies, Inc.)
     
(k) Opinion and consent of counsel
     
(n) Consents of Independent Registered Public Accounting Firm
     
(r) Powers of attorney for Phillip Gass, Thomas Williams, David Monroe, Leanne Bell, Kevin Gregson, Michael Kalen and Leland Launer


PRINCIPAL UNDERWRITING AND DISTRIBUTION AGREEMENT

THIS AGREEMENT, by and between Foresters Life Insurance and Annuity Company (“FLIAC”), a New York domiciled life insurance company, and 1851 Securities, Inc. (“1851”), a Delaware corporation, shall be effective as of July 1, 2020 (“Effective Date”).

WITNESSETH:

WHEREAS, FLIAC offers for sale certain variable annuity contracts and variable life policies identified in Schedule 1 to this Agreement, as modified from time to time (the “New Contracts/Policies”), registered pursuant to registration statements filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“Securities Act”) and funded through separate accounts (the “Separate Accounts”) registered as unit investment trusts under the Investment Company Act of 1940, as amended (“1940 Act”); and

WHEREAS, FLIAC has issued certain variable annuity contracts and variable life policies identified in Schedule 1 to this Agreement, as modified from time to time, registered pursuant to registration statements filed with the SEC under the Securities Act and funded through the Separate Accounts registered as unit investment trusts under the 1940 Act, which variable annuity contracts and variable life policies remain in force and outstanding (the “Outstanding Contracts/Policies,” together with the New Contracts/Policies, the “Contracts/Policies”); and

WHEREAS, Foresters Financial Services, Inc. (“FFS”) has acted as principal underwriter for the offering of the Contracts/Policies, and together with FLIAC has entered into a selling agreement (the “Cetera Selling Agreement”) dated as of May 26, 2020 with Cetera Investment Services LLC with respect to the sale of the New Contracts/Policies and the servicing of the Contracts/Policies for which Cetera is designated as broker-of-record; and

WHEREAS, 1851 is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member of the Financial Industry Regulatory Authority (“FINRA”); and

WHEREAS, FLIAC desires to engage 1851 to act as principal underwriter for the Contracts/Policies and perform certain services with respect to the books and records to be maintained in connection with the sale of the New Contracts/Policies and certain administrative and other functions with respect to the Contracts/Policies as set forth herein; and

WHEREAS, in connection with the execution of this Agreement, 1851 has been joined as a party to the Cetera Selling Agreement in place of FFS.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows.

1.0 Services of 1851.

1.1 Appointment. FLIAC hereby appoints 1851, and 1851 hereby accepts the appointment, as Principal Underwriter and Distributor of the Contracts/Policies with respect to all sales of and securities transactions in the Contracts/Policies occurring on or after the Effective Date.

1.2 Duties. 1851 shall perform those administrative, compliance and other services with respect to the Contracts/Policies as described herein.


1.3. Written Agreements. The parties acknowledge and agree that 1851 has or will have been joined as a party to the Cetera Selling Agreement effective as of the Effective Date. 1851 has authority, as and when instructed by FLIAC, to enter into written agreements with other broker-dealer firms whose registered representatives have been or shall be properly licensed under applicable federal and state laws and FINRA rules to sell registered insurance products, including variable annuity contracts and variable life policies, and appointed as life insurance agents of FLIAC. FLIAC shall pay all fees associated with the appointments of such selected representatives as insurance agents of FLIAC. Such agreements with broker-dealers shall provide that such broker-dealer shall cause applications to be solicited for the purchase of the New Contracts/Policies and/or shall provide servicing with respect to the Contracts/Policies (which agreement may be limited to the servicing of the Outstanding Contracts/Policies). Such agreements shall include such terms and conditions as 1851 may determine not inconsistent with this Agreement, provided, however, that any broker-dealer with whom 1851 enters into a written agreement must comply with the following terms which shall be included in all such agreements.

The broker-dealer must:

(a) be a registered broker-dealer under the 1934 Act and be a member of FINRA; and
   
(b) agree that, in connection with the solicitation of applications for the purchase of the New Contracts/Policies and/or the provision of services to owners of the Contracts/Policies, the broker-dealer will in all respects conform to the requirements of all applicable state and federal laws and FINRA rules relating to the sale and/or servicing of the Contracts/Policies and will indemnify and hold harmless 1851 and FLIAC from any damage or expense of any nature whatsoever on account of the negligence, misconduct or wrongful act of such broker-dealer and any employee, representative or agent of such broker-dealer.

In obtaining and entering into written agreements with broker-dealers, 1851 will in all respects conform to the requirements of all state and federal laws, and the FINRA rules.

1.4 Recordkeeping. 1851 shall maintain and preserve, or cause to be maintained and preserved, such accounts, books and other documents as are required of it with respect to the services provided under this Agreement, the 1934 Act and any other applicable laws and regulations, including, without limitation and to the extent applicable, Rules 17a-3 and 17a-4 under the 1934 Act. The books, accounts and records of 1851 as to services provided hereunder, shall be maintained so as to disclose clearly and accurately the nature and details of the transactions. FLIAC agrees that certain of the books and records required herein, including but not limited to, the advertising files related to the Contracts/Policies, the supervision and education of the wholesaling force for the Contracts/Policies, travel and gifts log, will be created and maintained by FLIAC on behalf of 1851. FLIAC agrees that with respect to this Section 1.04, FLIAC is acting as agent for 1851, and that these books and records remain the property of 1851.

1.5 Supervision. 1851 shall, upon request, sponsor the FINRA registrations of FLIAC’s employees and officers, who are trained and qualified persons, to market the Contracts/Policies to broker-dealers and institutions and/or engage in other related services in conformance with applicable state and federal laws. 1851 reserves the right to decline to sponsor the FINRA registration of any such employee or officer who, upon review of various background checks and in the reasonable estimation of 1851 and FLIAC, is inappropriate for such registration. 1851 shall maintain FINRA registrations of employees and officers it sponsors in accordance with FINRA rules until notified of termination of employment by FLIAC. FLIAC shall ensure that its employees and officers are appropriately licensed, contracted and appointed under applicable state insurance laws to market the Contracts/Policies. 1851 agrees to supervise the securities activities of those persons whose FINRA registrations it sponsors. 1851 is not responsible for fees in connection with the licensing or appointment of registered representatives as insurance agents of FLIAC.

2


1.6 Sales Materials and Other Documents.

(a) 1851’s Responsibilities. 1851 shall be responsible for the approval of promotional material by the SEC and FINRA, where required.
  
(b) FLIAC’s Responsibilities. FLIAC shall be responsible for: (i) the design, preparation and printing of all promotional material to be used in the distribution of the New Contracts/Policies; (ii) the approval of promotional material by state and other local insurance regulatory authorities; and (iii) confirming the issuance of the Contracts/Policies to the Contract/Policy owner.
    
(c) Right to Approve. Neither party hereto nor any of its agents or affiliates shall print, publish or distribute any advertisement, circular or any document relating to the Contracts/Policies or relating to the other party unless such advertisement, circular or document shall have been approved in writing by the other party. However, nothing herein shall prohibit any party from advertising annuities or life insurance in general or on a generic basis, subject to compliance with all applicable laws, rules and regulations. Each party reserves the right to require modification of any such material to comply with applicable laws, rules and regulations and agrees to provide timely responses regarding material submitted to it by the other party.

1.7 Payments to Broker-Dealers. FLIAC shall be primarily responsible to pay sales commissions to the broker-dealers entitled thereto as set forth in the applicable written agreements with such broker-dealers, subject to all applicable state insurance laws and regulations and all applicable federal and/or state securities laws and FINRA rules. 1851 shall reflect such amounts on its books and records (as created and maintained by FLIAC) as required by Section 1.04 hereto.

1.8 Compliance. 1851 shall, at all times, when performing its functions under this Agreement, be registered as a securities broker-dealer with the SEC and FINRA and be licensed or registered as a securities broker-dealer in any jurisdiction where the performance of the duties contemplated by this Agreement would require such licensing or registration. 1851 represents and warrants that it shall otherwise comply with provisions of federal and state law in performing its duties hereunder.

1.9 Payment of Expenses. FLIAC shall reimburse 1851 for its allocable share of the expenses incurred by 1851 in connection with its provision of services hereunder and the distribution of the Contracts/Policies as outlined in the Expense Agreement dated November 13, 2018.

2.0 General Provisions.

2.1 Inspection of Books and Records. 1851 and FLIAC agree that all records relating to services provided hereunder shall be subject to reasonable periodic, special or other audit or examination by the SEC, FINRA or any state insurance commissioner or any other regulatory body having jurisdiction. 1851 and FLIAC agree to cooperate fully in any securities or insurance regulatory or judicial investigation, inspection, inquiry or proceeding arising in connection with the services provided under this Agreement, or with respect to 1851 or FLIAC or their affiliates, to the extent related to the distribution of the Contracts/Policies. 1851 and FLIAC will notify each other promptly of any customer complaint or notice of regulatory or judicial proceeding, and, in the case of a customer complaint, will cooperate in arriving at a mutually satisfactory resolution thereof.

3


2.2 Indemnification. 1851 will indemnify and hold harmless FLIAC and the Separate Accounts, from any and all expenses, losses, claims, damages or liabilities (including attorney fees) incurred by reason of any misrepresentations, wrongful or unauthorized act or omission, negligence of, or failure of 1851, including any employee of 1851, to comply with the terms of this Agreement, provided, however, 1851 shall not be required to indemnify for any such expenses, losses, claims, damages or liabilities which have resulted from the negligence, misconduct or wrongful act of the party seeking indemnification. 1851 shall also hold harmless and indemnify FLIAC and the Separate Accounts for any and all expenses, losses, claims, damages or liabilities (including attorney fees) arising from any misrepresentation, wrongful or unauthorized act or omission, negligence of, or a failure of a broker-dealer or its employees, agents or registered representatives, to comply with the terms of the written agreement entered into between 1851 and such broker-dealer but only to the extent that 1851 is indemnified by the broker-dealer under the terms of the written agreement. FLIAC will indemnify and hold harmless 1851, for any expenses, losses, claims, damages or liabilities (including attorney fees) incurred by reason of any material misrepresentation or omission in a registration statement or prospectus for the Contracts/Policies, or on account of any other misrepresentation, wrongful or unauthorized act or omission, negligence of or failure by FLIAC, including any employee of FLIAC, to comply with the terms of this Agreement, provided, however, FLIAC shall not be required to indemnify for any expenses, losses, claims, damages or liabilities which have resulted from the negligence, misconduct or wrongful act of the party seeking indemnification.

2.3 Safeguarding Customer Information. 1851 shall implement and maintain appropriate measures designed to safeguard FLIAC’s customer information and customer information systems in compliance with SEC Regulation S-P. 1851 shall adjust its information security program at the request of FLIAC for any relevant changes dictated by FLIAC’s assessment of risk around its customer information and customer information systems. Evidence that 1851 has satisfied its obligations to safeguard customer information under this Agreement shall be made available, during normal business hours, for inspection by FLIAC, anyone authorized by FLIAC and any government agency that has regulatory authority over FLIAC’s business.

2.4 Anti-Money Laundering. The parties shall comply with applicable anti-money laundering laws, regulations, rules and government guidance, including the reporting, record keeping and compliance requirements of the Bank Secrecy Act, as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, the USA PATRIOT Act, its implementing regulations, and related SEC rules, including without limitations, Customer Identification Program (“CIP”) rules. Further, the parties shall comply with the economic sanctions programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”). To the extent required by applicable law, the parties will promptly notify one another whenever suspicious activity or OFAC matches are detected.

2.5 Termination. This Agreement shall become effective on the date first above written and shall remain in effect, except that:

(a) any party hereto may terminate this Agreement on any date by giving the other party at least sixty (60) days’ prior written notice of such termination specifying the date fixed therefore; and
  
(b) this Agreement may not be assigned by either party without the written consent of the other party.

2.6 Registration. FLIAC agrees to use its best efforts to effect and maintain the registration of the Contracts/Policies under the Securities Act and the Separate Accounts under the 1940 Act, and to qualify the Contracts/Policies under applicable state securities and insurance laws, and to qualify the Contracts/Policies as annuities/life insurance under the Internal Revenue Code. FLIAC will pay or cause to be paid expenses (including the fees and disbursements of its own counsel) of the registration and maintenance of the Contracts/Policies under the Securities Act and of the Separate Accounts under the 1940 Act, and to qualify the Contracts/Policies under the state securities and insurance laws.

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2.7 Authority. 1851 shall have authority hereunder only as expressly granted in this Agreement.

2.8 Miscellaneous. FLIAC agrees to advise 1851 immediately in the case of an issuance by the SEC of any stop order suspending the effectiveness of any prospectus for the Contracts/Policies, of all actions of the SEC with respect to any amendments to the registration statement(s) which may from time to time be filed with the SEC and of any material event which makes untrue any statement made in the registration statements for the Contracts/Policies, or which requires the making of a change in the registration statements in order to make the statement therein not misleading. FLIAC agrees to advise 1851 in the event that formal administrative proceedings are instituted against FLIAC by the SEC, or any state securities or insurance department or any other regulatory body regarding FLIAC’s duties under this Agreement, unless FLIAC determines in its sole judgment, exercised in good faith, that any such administrative proceeding will not have a material adverse effect upon its ability to perform its obligations under this Agreement.

1851 agrees to advise FLIAC in the event that formal administrative proceedings are instituted against 1851 by the SEC, FINRA or any state securities or insurance department or any other regulatory body regarding 1851’s duties under this Agreement, unless 1851 determines in its sole judgment, exercised in good faith, that any such administrative proceedings will not have a material adverse effect upon its ability to perform its obligations under this Agreement.

2.9 Independent Contractor. 1851 shall undertake and discharge its obligations hereunder as an independent contractor and nothing herein shall be construed as establishing: (i) an employer-employee relation between the parties hereto; or (ii) a joint venture.

2.10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

2.11 Sole Agreement. This Agreement supersedes all prior agreements relating to the subject matter hereof.

2.12 Successors and Assigns. This Agreement shall be binding upon the parties hereto and their transferees, successors and assigns. The benefits of and the right to enforce this Agreement shall accrue to the parties and their transferees, successors and assigns.

2.13 Notice. Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to FLIAC:

Foresters Life Insurance and Annuity
Company One American Row
Hartford, Connecticut 06102
Attention: General Counsel

If to 1851:

1851 Securities, Inc.
One American Row
Hartford, Connecticut 06102
Attention: General Counsel

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IN WITNESS WHEREOF, the parties have hereunto set their hands on the date first above written.

Foresters Life Insurance and Annuity Company
  
By:
Name:
Its:
Date:
  
  
1851 Securities, Inc.
   
By:
Name:   William Moorcroft
Its: President
Date:

6


SCHEDULE 1

Contracts/Policies

Annuity or Life Product Name Separate Account Name 1940 Act
File Number
Indicate if New Sales Have Ceased
Annuity Individual Variable Annuity Contracts First Investors Life Variable Annuity Fund A 811-02982 New sales have ceased but owners of outstanding Contracts may continue to make additional Purchase Payments
Life The Insured Series Policy First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328 New sales have ceased but owners of outstanding Contracts may continue to make additional Purchase Payments
Life ISP Choice (ISPC-15 and ISPC-WL) First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328 New sales have ceased but owners of outstanding Contracts may continue to make additional Purchase Payments
Life ISP Choice (ISPC-10, ISPC-20, ISPC-65, ISPC-Whole Life, ISP10 Express) First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328 New sales have ceased but owners of outstanding Contracts may continue to make additional Purchase Payments
Annuity First Choice First Investors Life Variable Annuity Fund C 811-06130 New sales have ceased but owners of outstanding Contracts may continue to make additional Purchase Payments
Annuity The Tax Tamer I First Investors Life Variable Annuity Fund C 811-06130 New sales have ceased but owners of outstanding Contracts may continue to make additional Purchase Payments
Annuity First Choice Bonus Annuity First Investors Life Variable Annuity Fund D 811-08205 New sales have ceased but owners of outstanding Contracts may continue to make additional Purchase Payments
Annuity The Tax Tamer II First Investors Life Variable Annuity Fund D 811-08205 New sales have ceased but owners of outstanding Contracts may continue to make additional Purchase Payments
Life Variable Universal Life First Investors Life Separate Account E 811-21742 New sales have ceased but owners of outstanding Contracts may continue to make additional Purchase Payments
Life SPVL Modified Single Premium Variable Life Insurance Policy First Investors Life Separate Account E 811-21742 New sales have ceased but owners of outstanding Contracts may continue to make additional Purchase Payments

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18


19


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22



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1


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9


10


UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF
NASSAU LIFE INSURANCE COMPANY

June 23, 2020

The undersigned, being all of the members of the Board of Directors (the “Board”) of Nassau Life Insurance Company, a New York stock insurance company (the “Company”), acting by written consent in lieu of a special meeting, hereby waive all notice of time, place or purpose of a meeting, adopt, approve, authorize, ratify and confirm the statements and actions set forth below and direct the Company’s Secretary to place this consent in the minutes of the proceedings of the Board.

Approval of Merger and Merger Agreement

WHEREAS, pursuant to a Purchase and Sale Agreement, dated as of October 12, 2019, between The Independent Order of Foresters and the Company (the “Purchase Agreement”), the Company agreed to purchase all of the issued and outstanding shares of capital stock of Foresters Financial Holding Company, Inc. (the “Acquisition”), the sole shareholder of Foresters Life Insurance and Annuity Company (“FLIAC”);

WHEREAS, in connection with the Acquisition, the Board deems it advisable and in the best interests of the Company and its sole shareholder (the “Sole Shareholder”) for the Company to approve and adopt the Agreement and Plan of Merger (the “Merger Agreement”) in substantially the form attached hereto as Exhibit A, which contemplates the merger of FLIAC with and into the Company (the “Merger”), and to consummate the transactions contemplated thereby, and to take any and all actions in furtherance thereof;

NOW, THEREFORE, BE IT RESOLVED, that the Board, declaring its advisability, hereby authorizes, approves, adopts, ratifies and confirms the Merger Agreement and the Merger and all of the instruments, certificates and transactions contemplated thereby, with such changes therein as may be necessary, desirable or appropriate, as determined by the appropriate officers of the Company executing the transactions and Merger contemplated by the Merger Agreement and as approved by any applicable regulatory authorities, including the Superintendent of the New York State Department of Financial Services;

FURTHER RESOLVED, that the Board hereby directs that the Merger Agreement be submitted to the Sole Shareholder and, if the Sole Shareholder approves and adopts the Merger Agreement, hereby authorizes and directs the Company’s officers to execute the Merger Agreement, with such changes in it as may be approved by the officers so executing the same, such approval to be conclusively evidenced by their execution thereof, and to prepare, execute and deliver such documents, instruments, agreements, certificates, notices and filings (including the filing of the Merger Agreement and requisite materials with the Superintendent of the New York State Department of Financial Services) deemed necessary, advisable, or appropriate in connection with the transactions contemplated by the Merger Agreement on behalf of the Company in the forms and on the terms and conditions as such officers may approve, and do and perform such acts and things as they deem necessary, advisable, or appropriate in connection therewith;


FURTHER RESOLVED, that a copy of the Merger Agreement, when so executed, be filed in the minute books of the Company;

General Resolutions

FURTHER RESOLVED, that the officers of the Company, or any one of them, be and each of them acting alone hereby is, authorized, empowered and directed to enter into and execute on behalf of the Company or as an authorized person all such agreements, amendments, certificates, articles, instruments and documents and to do or cause to be done all such further acts or things as may be determined to be necessary or advisable to carry out the purposes of the foregoing resolutions, the taking of any such actions to constitute conclusive evidence of the exercise of such discretionary authority;

FURTHER RESOLVED, that any actions taken by any officer, director, employee, agent or representative of the Company prior to the adoption of the foregoing resolutions that are within the authority conferred thereby be and they hereby are approved, ratified and affirmed in all respects as the acts and deeds of the Company; and

FURTHER RESOLVED, that this written consent may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same consent and a facsimile of an executed signature page to this written consent shall be deemed an original for all purposes.

[Signature Page Follows]

2


FUND PARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into this 4th day of October, 2019 (the “Agreement”), by and among Foresters Life Insurance and Annuity Company, organized under the laws of the state of New York (the “Company”), on behalf of itself and each separate account of the Company named in Schedule A to this Agreement, as may be amended from time to time (each such separate account being hereinafter referred to as a “Separate Account” and, collectively, as the “Separate Accounts”); Delaware VIP® Series, an open-end management investment company organized as a statutory trust under the laws of the State of Delaware (the “Trust”); Delaware Management Company, a series of Macquarie Investment Management Business Trust, a statutory trust organized under the laws of the State of Delaware and investment adviser to the Trust (the “Adviser”); and Delaware Distributors, L.P., a limited partnership organized under the laws of the State of Delaware and principal underwriter/distributor of the Trust (the “Distributor”).

WHEREAS, the Trust engages in business as an open-end diversified, management investment company and was established for the purpose of serving as the investment vehicle for separate accounts established for variable life insurance contracts and variable annuity contracts (collectively, the “Variable Insurance Products”) to be offered by insurance companies that have entered into participation agreements with the Trust substantially similar to this Agreement (“Participating Insurance Companies”); and

WHEREAS, beneficial interests in the Trust are divided into several series of shares, each representing the interest in a particular managed portfolio of securities and other assets (each, a “Fund” and collectively, the “Funds”), and each Fund is divided or may be divided into one or more classes of shares, i.e. currently Standard Class and Service Class, or such other classes of shares as may be created in the future (each a “Class” and collectively, the “Classes”); and

WHEREAS, the Trust has obtained an order from the Securities and Exchange Commission (“SEC”), dated November 2, 1987 (File No. 812-6777), granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the Investment Company Act of 1940, as amended (“1940 Act”), and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) hereunder, to the extent necessary to permit shares of the Trust to be sold to and held by variable annuity and variable life insurance separate accounts of life insurance companies that may or may not be affiliated with one another and qualified pension and retirement plans (“Qualified Plans”) (“Mixed and Shares Funding Exemptive Order”); and

WHEREAS, the Trust is registered as an open-end management investment company under the 1940 Act and shares of the Fund(s) are registered under the Securities Act of 1933, as amended (“1933 Act”); and

WHEREAS, the Adviser is a series of a statutory trust which is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities laws; and


WHEREAS, the Distributor is duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”) and is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”); and

WHEREAS, the Company, as depositor, has established the Separate Accounts to serve as investment vehicles for certain variable annuity contracts and variable life insurance policies and funding agreements offered by the Company set forth on Schedule A (“Contracts”); and

WHEREAS, the Company has registered interests under the Contracts that are supported wholly or partially by the Separate Accounts under the 1933 Act; and

WHEREAS, each Separate Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of the Company under the insurance laws of the State of New York to set aside and invest assets attributable to the Contracts; and

WHEREAS, the Company has registered each Separate Account as a unit investment trust under the 1940 Act and has registered (or will register prior to sale) the securities deemed to be issued by each Separate Account under the 1933 Act to the extent required; and

WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Fund(s) listed in Schedule B hereto (the “Designated Fund(s)”), on behalf of the Separate Accounts to fund the Contracts, and the Trust is authorized to sell such shares to unit investment trusts, such as the Separate Accounts, at net asset value.

NOW, THEREFORE, in consideration of their mutual promises, the Company, the Trust, the Adviser, and the Distributor agree as follows:

ARTICLE I.—SALE OF FUND SHARES

1.1 The Distributor agrees to sell to the Company those shares of the Designated Funds and Classes that the Company orders on behalf of each Separate Account, executing such orders on a daily basis at the net asset value (and with no sales charges) next computed after receipt and acceptance by the Trust or its designee of the orders for the shares of the Classes of the Designated Funds. For purposes of this Article I, the Company will be designee of the Trust solely for the purpose of receiving such orders from each Separate Account and receipt by such designee will constitute receipt by the Trust, provided that the Company provides the Trust with a purchase order in compliance with Article I of this Agreement. The Trust agrees to redeem, upon the Company’s request, any full or fractional shares of a Class of a Designated Fund held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt and acceptance by the Trust or its designee. For purposes of this Article I, the Company will be the designee of the Trust solely for the purpose of receiving request for redemption from each Separate Account and receipt by such designee will constitute receipt by the Trust, provided that the Company provides the Trust with a redemption request in compliance with Article I of this Agreement.
          


1.2 Transactions in Shares of Designated Funds
          
To the extent that the parties agree to trade via the NSCC, the procedures set forth in Schedule D shall replace the procedures set forth in this Section 1.2:
 
(a) Method of Communication
            
(i) Next Day Transmission of Orders. On each Business Day, the Company shall aggregate and calculate the net purchase and redemption orders for each Variable Account received by the Company prior to the Close of Trading on each Business Day (the "Trade Date"). Prior to 8:30 a.m. New York Time (or such other time as may be agreed by the parties from time to time) on the next following Business Day, the Company shall communicate to Distributor or its designee by facsimile or any other method agreed upon by the parties, the net aggregate purchase or redemption orders (if any) for each Variable Account received by the Close of Trading on the "Trade Date." All orders communicated to Distributor or its designee by the 8:30 a.m. deadline (or such other time as may be agreed by the parties from time to time) shall be treated by Distributor or its designee as if received prior to the Close of Trading on the Trade Date.
          
(ii) Purchases. The Company will use its best efforts to transmit each purchase order to Distributor or its designee in accordance with written instructions previously provided by Distributor or its designee to the Company. The Company will use its best efforts to initiate by wire transfer to Distributor or its designee purchase amounts no later than 4:00 p.m. New York Time on the next Business Day following the Trade Date.
 
(iii) Redemptions. With respect to redemption orders placed by the Company by 8:30 a.m. New York Time (or such other time as maybe agreed by the parties from time to time) on the first Business Day following the Trade Date, Distributor or its designee will use its best efforts to initiate by wire transfer to the Company proceeds of such redemptions no later than 4:00 p.m. New York Time on the next Business Day following the Trade Date. Such wires should be sent pursuant to wire instructions provided by the Company.
 
(iv) Confirmation. By Trade Date plus two Business Days, purchase and redemption trades can be confirmed through one of the following methods: Access through BNY Advisor Central or direct calls to a Fund, its transfer agent or Fund Provider.
 
(b) Purchase Orders. The Company agrees that purchase orders transmitted by the Company will be made only for the purpose of covering purchase orders already received from the contract owner. Further, the Company shall transmit purchase orders received from the contract owners immediately and shall not withhold the transmittal of such orders so as to profit itself; provided, however, that the foregoing shall not prevent the purchase of shares of the Fund by the Company for its own bona fide investment. The Company agrees that it shall not effect any transactions (including, without limitation, the transmission of any purchase and redemption orders) in any shares of the Fund registered in the name of, or beneficially owned by, any customer unless such customer has granted the Company full right, power and authority to effect such transactions on the customer's behalf.



1.3 The Trust agrees to make shares of the Designated Funds available for purchase at the applicable net asset value per share by the Company on behalf of the Separate Accounts on those days on which the Trust calculates the net asset value of each Designated Fund pursuant to rules of the SEC; provided, however, that the Board of Trustees of the Trust (the “Trustees”) may refuse to sell shares of any Designated Fund to any person, or suspend or terminate the offering of shares of any Designated Fund if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Designated Fund, including without limitation, for market timing by Contract owners.
          
1.4 The Trust and the Distributor agree that shares of the Designated Funds on Schedule B will be sold only to Participating Insurance Companies and their separate accounts, Qualified Plans or such other persons as are permitted under applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code), and regulations promulgated thereunder, the sale of which will not impair the tax treatment currently afforded the Contracts. No shares of any Designated Fund on Schedule B will be sold directly to the general public or to individual retirement accounts or similar accounts.
   
1.5 The Trust will not sell shares of any Designated Fund to any insurance company or separate account unless an agreement containing provisions substantially similar to those in Sections 2.1, 2.2 and 2.4 of Article II, Section 3.4 of Article III, Sections 4.4 and 4.5 of Article IV, Section 6.1 of Article VI and Article VII of this Agreement are in effect to govern such sales.
 
1.6 The Company agrees to purchase and redeem the shares of the Designated Funds offered by the then current prospectus of the relevant Designated Fund in accordance with the provisions of such prospectus including specifically, and without in any way limiting other provisions of the prospectus, that the Company will only send to the Trust to receive a given Business Day’s net asset value those orders it received from Contract holders prior to Close of Trading. The Trust reserves the right to redeem in-kind to pay for redemptions with portfolio securities under certain conditions.
   
1.7 Issuance and transfer of the shares of the Designated Funds will be by book entry only. Share certificates will not be issued to the Company or to any Separate Account. Purchase and redemption orders for shares of the Designated Funds will be recorded in an appropriate title for each Separate Account or the appropriate sub-account of each Separate Account.



1.8 The Trust will furnish notice to the Company as soon as reasonably practicable of the declaration of any income, dividends or capital gain distributions payable on each Designated Fund’s shares. The Company, on its behalf and on behalf of each Separate Account, hereby elects to receive all such income, dividends and distributions as are payable on a Designated Fund’s shares in the form of additional shares of that Designated Fund at the ex-dividend date net asset values. The Company reserves the right to revoke this election upon prior reasonable written notice to the Trust and to receive all such dividends and distributions in cash. The Trust will notify the Company promptly of the number of shares so issued as payment of such dividends and distributions.
          
1.9 The Trust will make the net asset value per share for each Designated Fund available to the Company via electronic means on a daily basis as soon as reasonably practical after the net asset value per share is calculated and will use its best efforts to make such net asset value per share available by 7:00 p.m., Eastern Time, each Business Day.
 
ARTICLE II.—REPRESENTATIONS AND WARRANTIES
 
2.1 The Company represents and warrants that the securities deemed to be issued by the Separate Accounts under the Contracts are or will be registered under the Securities Act of 1933 (the “1933 Act”), or are exempt from registration thereunder, and that the Contracts will be issued and sold in compliance with all applicable federal and state laws, rules and regulations (collectively, “laws”). The Company further represents and warrants that: (i) it is an insurance company duly organized and in good standing under applicable law; (ii) it has legally and validly established each Separate Account as a segregated asset account under Section 4240 of the Consolidated Law of the State of New York; (iii) each Separate Account is or will be registered as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, or is excluded from registration thereunder, and will comply in all material respects with the provisions of the 1940 Act, to the extent applicable; and (iv) it will maintain the registration contemplated by the preceding clause (iii) for so long as any Contracts are outstanding. The Company will amend each registration statement under the 1933 Act for the Contracts and the registration statement under the 1940 Act for the Separate Accounts from time to time as required under applicable law in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company will register and qualify the Contracts for sale in accordance with the securities laws of the various states as applicable.
   
2.2 Subject to the Trust’s representations in Article III, the Company represents and warrants that the Contracts are currently and at all times will be treated as annuity contracts and/or life insurance policies (as applicable) under applicable provisions of the Code, and that it will maintain such treatment and that it will notify the Trust, the Adviser and the Distributor immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. In addition, the Company represents and warrants that each Separate Account is a “segregated asset account” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a “variable contract” within the meaning of such terms under Section 817 of the Code and regulations thereunder. The Company will cause such definitional requirements to be met at all times and it will notify the Trust, the Adviser and the Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. The Company agrees that any prospectus offering a Contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or replacement provision) will identify such Contract as a modified endowment contract.



2.3 The Company represents and warrants that it will not purchase shares of the Designated Fund(s) with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans.
          
2.4 The Company represents and warrants that it will maintain policies and procedures reasonably designed to identify and prevent its Contract holders from engaging in market timing transactions to the detriment of long-term investors in a Designated Fund. The Company further represents and warrants that pursuant to Rule 22c-2 under the 1940 Act, it will provide the information and take the actions described in Schedule C of this Agreement.
 
2.5 The Trust represents and warrants that shares for the Designated Funds(s) sold pursuant to this Agreement will be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Trust is and will remain registered as an open-end, management investment company under the 1940 Act for as long as such shares of the Designated Fund(s) are sold. The Trust will amend the registration statement for its shares under the 1933 Act and itself under the 1940 Act from time to time as required under applicable law in order to effect the continuous offering of its shares.
 
2.6 The Trust and the Adviser each represents and warrants that it will use its best efforts to comply with any applicable state insurance laws or regulations as they may apply to the investment objectives, policies and restrictions of the Designated Funds. The Trust and the Distributor each represents and warrants that it will use its best efforts to ensure that the Designated Funds’ shares will be sold in compliance with the insurance laws of the State of New York and all applicable state insurance and securities laws. The Company and the Trust will endeavor to mutually cooperate with respect to the implementation of any modifications necessitated by any change in state insurance laws, regulations or interpretations of the foregoing that affect the Designated Funds (a “Law Change”) and to keep each other informed of any Law Change that becomes known to such party. In the event of a Law Change, the Trust agrees that, except in those circumstances where the Trust has advised the Company that implementation of a Law Change is not in the best interests of all of the Trust’s shareholders with an explanation regarding why such action is lawful, any action required by a Law Change will be taken. The Trust makes no other representation as to whether any aspect of its operations (including, but not limited to, fees and expenses, and investment policies) complies with the insurance laws or regulations of any state. The Company represents that it will use its best efforts to notify the Trust of any restrictions imposed by state insurance laws that may become applicable to the Trust as a result of the Separate Accounts’ investments therein. The Trust and the Adviser agree that they will furnish the information reasonably required by state insurance laws to assist the Company in obtaining the authority needed to issue the Contracts in various states.



2.7 The Trust has adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the Service Class Shares of the Designated Funds for such Service Class Shares of the Designated Funds to make payments to finance distribution and services expenses, although it may determine to discontinue such practice in the future. The Trust reserves the right to adopt a plan pursuant to Rule 12b-1 under the 1940 Act for the Standard Class Shares of the Designated Funds and to impose asset-based or other sales charges to finance distribution expenses for its Classes as permitted by applicable laws. The Trust represents and warrants that, to the extent that any Class of a Designated Fund finances distribution expenses pursuant to Rule 12b-1 under the 1940 Act, the Trust undertakes to have the Trustees, a majority of whom are not “interested” persons of the Trust, formulate and approve any plan under Rule 12b-1, and to otherwise comply with any then current SEC and SEC staff interpretations concerning Rule 12b-1.
          
2.8 The Trust represents that it is validly existing as a statutory trust under the laws of the State of Delaware and that it does and will comply in all material respects with applicable provisions of the 1940 Act.
 
2.9 The Trust represents and warrants that all of is trustees, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Trust are and will continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust in an amount not less than the minimal coverage as required currently by Rule 17g-1 of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company.
 
2.10 The Company represents and warrants that all of its directors, officers, employees, and other individuals/entities employed by the Company dealing with the money and/or securities of the Separate Accounts are covered by a blanket fidelity bond or similar coverage in an amount not less than $5 million. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. The Company agrees to hold for the benefit of the Trust and to pay to the Trust any amounts lost from larceny, embezzlement or other events covered by the aforesaid bond to the extent such amounts derive from activities described in this Agreement. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Trust in the event that such coverage no longer applies.
 
2.11 The Adviser represents and warrants that: (i) it is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and will remain duly registered under all applicable federal and state securities laws; and (ii) it will perform its obligations for the Trust in accordance in all material respects with the laws of the State of Delaware and any applicable state and federal securities laws.



2.12 The Distributor represents and warrants that it: (i) is registered as a broker-dealer under the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and will remain duly registered under all applicable federal and state securities laws; (ii) is a member in good standing of (“FINRA”); (iii) serves as principal underwriter/distributor of the Trust; and (iv) will perform its obligations for the Trust in accordance in all material respects with the laws of the State of Delaware and any applicable state and federal securities laws.
          
ARTICLE III.—FUND COMPLIANCE
 
3.1 Subject to the Company’s representations and warranties in Sections 2.1 and 2.2 hereof, the Trust, the Distributor and the Adviser each represents and warrants that the Trust will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. Specifically for further clarification of the foregoing, the Trust and Adviser each represents and warrants that the Trust and each Designated Fund thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation §1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and with Section 817(d) of the Code, relating to the definition of a “variable contract” and any amendments or other modifications or successor provisions to such Sections or Regulations or any other applicable Code requirements. In the event of a breach of this Article III by the Trust, the Trust, Distributor, and Adviser will take all steps necessary to: (a) notify the Company of such breach, and (b) adequately diversify the Trust or Designated Fund so as to achieve compliance within the 30-day grace period afforded by Regulation 1.817-5.
          
3.2 The Trust and the Distributor each represents and warrants that shares of the Designated Funds will be sold only to Participating Insurance Companies, their separate accounts, Qualified Plans, and any other persons eligible to purchase the Designated Fund; provided, that the purchase of shares by such persons would not preclude the Company from “looking through” to the investments of each Designated Fund in which it invests, pursuant to the “look through” rules set forth in Treasury Regulation 1.817-5. No shares of any Designated Fund will be sold to the general public.
 
3.3 The Trust represents and warrants that each Designated Fund is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that the Trust will maintain such qualification (under Subchapter M or any successor or similar provision) and that the Trust will notify the Company immediately upon having a reasonable basis for believing that any Designated Fund has ceased to so qualify of that it might not so qualify or that it might not so qualify in the future.
 
3.4 Without in any way limiting the effect of Sections 8.2 and 8.3 hereof, and without in any way limiting or restricting any other remedies available to the Company, the Distributor and/or Adviser will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Trust or any Designated Fund to comply with Section 3.1, 3.2 or 3.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares or another investment company for those of the failed Designated Fund (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, reasonable fees and expenses of legal counsel and other advisers to the Company and any federal income taxes or tax penalties and interest thereon (or “toll charges” or exactments or amounts paid in settlement) incurred by the Company with respect to itself or its Contract owners in connection with any such failure or anticipated or reasonably foreseeable failure.


3.5 The Trust agrees to provide the Company with a certificate or statement indicating compliance by each Fund of the Trust with Section 817(h) of the Code, such certificate or statement to be sent to the Company no later than thirty (30) days following the end of each calendar quarter.
            
ARTICLE IV.—PROSPECTUS AND PROXY STATEMENTS; VOTING
   
4.1 The Trust or the Distributor will provide the Company with as many copies of the current Trust prospectus and any supplements thereto for the Designated Funds as the Company may reasonably request for distribution to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Funds are one or more of several funds or series of the Trust, the Trust shall be obligated to provide the Company only with disclosure related to the Designated Funds. The Trust will provide the copies of said prospectus to the Company or to its mailing agent. If requested by the Company, in lieu thereof, the Trust or the Distributor will provide such documentation, including a final copy of a current prospectus set in type or camera ready or electronic format and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Trust prospectus is amended more frequently) to have the new prospectus for the Contracts and the Trust’s new prospectus printed together. The Trust or the Distributor will, upon request, provide the Company with a copy of the Trust’s prospectus through electronic means to facilitate the Company’s efforts to provide Trust prospectuses via electronic delivery. Expenses associated with providing such documentation shall be allocated in accordance with Article VI of this Agreement.
          
4.2 The Trust’s prospectus will state that a Statement of Additional Information (“SAI”) for the Trust is available, and will disclose how investors may obtain the SAI.
 
4.3 The Trust, the Distributor or the Adviser will provide the Company or its mailing agent with copies of its proxy material, if any, with respect to the Designated Funds, reports to shareholders/Contract owners and other communications to shareholders/Contract owners in such quantity as the Company will reasonably require with expenses to be borne in accordance with Article VI of this Agreement. The Company will distribute this proxy material, reports and other communications to existing Contract owners. If requested by the Company, the Trust, the Distributor or the Adviser shall provide an electronic copy of such documentation in a format suitable to posting on a website maintained by or on behalf of the Company.



4.4 If and to the extent required by law, the Company will:
            
(a) solicit voting instructions from Contract owners;
         
(b) vote the shares of Designated Funds held in the Separate Accounts in accordance with instructions received from Contract owners; and
 
(c) vote shares of Designated Funds held in the Separate Accounts for which no timely instructions have been received from the Company’s Contract owners in the same proportion as shares of the Designated Funds for which instructions have been received from contract owners,
           
  so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for Contract owners. The Company reserves the right to vote shares of the Designated Funds held in any segregated asset account in its own right, to the extent permitted by law. The Company will be responsible for assuring that the Separate Accounts calculate voting privileges in a manner consistent with all legal requirements and the Mixed and Shared Funding Order, as described in Section 7.1.
 
4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders and, in particular, the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Trust is not one of the Trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.
 
ARTICLE V.—SALES MATERIAL AND INFORMATION
 
5.1 The Company will furnish, or will cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust, the Adviser or the Distributor is named. No such material will be used until approved by the Trust or the Distributor. The Trust or its designee reserves the right to object reasonably to the continued use of any such sales literature or other promotional material in which the Trust (or any Designated Fund), the Adviser, any sub-adviser or the Distributor is named and no such material shall be used if the Trust or its designee so objects.
 
5.2 The Company will not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or any Designated Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or SAI for shares of the Designated Funds, as such registration statement, prospectus and SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Designated Funds, or in sales literature or other material provided by the Trust, the Adviser or the Distributor, except with permission of the Trust, the Adviser or the Distributor. The Trust, the Adviser or the Distributor agree to respond to any request for approval on a prompt and timely basis.



5.3 The Trust, the Adviser or the Distributor, or a designee, will furnish, or will cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company or any Separate Account is named, prior to its use. No such material will be used until approved by the Company or its designee, if the Company reasonably objects to such use within five (5) business days after receipt of such material or to its continued use.
            
5.4 The Trust, the Adviser or the Distributor will not give any information or make any representations or statements on behalf of the Company or concerning the Company, any Separate Account, or the Contracts other than the information or representations contained in a registration statement, prospectus or SAI for the Contracts, as such registration statement, prospectus and SAI may be amended or supplemented from time to time, or in published reports for each Separate Account or the Contracts which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other material provided by the Company, except with permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
 
5.5 The Trust will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIs, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Trust or shares of the Designated Funds, within a reasonable time after filing of such document with the SEC or the FINRA or contemporaneously with the first use or public availability of such documents.
 
5.6 The Company will provide to the Trust at least one complete copy of all definitive prospectuses, definitive SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to any Contract or any Separate Account (collectively, “Contract Materials”), contemporaneously with the filing of each such document with the SEC or the FINRA (except that with respect to post-effective amendments to such prospectuses and SAIs and sales literature and promotional material, only those prospectuses and SAIs and sales literature and promotional material that relate to or refer to the Trust or any Designated Fund will be provided). In addition, the Company will provide to the Trust at least one complete copy of (i) a registration statement that relates to the Contracts or any Separate Account, containing representative and relevant disclosure concerning the Trust; and (ii) any post-effective amendments to any registration statements relating to the Contracts or such Separate Account that refer to or relate to the Trust or any Designated Fund. The Company shall provide to the Trust and the Distributor copies of any complaints received from Contract owners pertaining to the Trust or any Designated Fund.



5.7 For purposes of this Article V, the phrase “sales literature or other promotional material” includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (i.e., on-line networks such as the Internet or other electronic messages)), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, SAIs, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA Conduct Rules, the 1933 Act or the 1940 Act.
           
5.8 The Trust, the Adviser and the Distributor hereby consent to the Company’s use of their respective names as well as the names of the Designated Funds in connection with marketing the Contracts, subject to the terms of Sections 5.1 or 5.2 of this Agreement. The Trust, the Adviser and the Distributor hereby consent to the use of any trademark, trade name, service mark or logo used by the Trust, the Adviser and the Distributor, subject to the Trust’s, the Adviser’s and/or the Distributor’s approval of such use and in accordance with reasonable requirements of the Trust, the Adviser or the Distributor. Such consent will terminate with the termination of this Agreement. The Company agrees and acknowledges that the Trust, the Adviser or the Distributor is the owner of the name, trademark, trade name, service mark and logo and that all use of any designation comprised in whole or in part of the name, trademark, trade name, service mark and logo under this Agreement shall inure to the benefit of the Trust, Adviser and/or Distributor.
 
5.9 The Company agrees to adopt and implement procedures reasonably designed to ensure that information concerning the Trust, the Adviser or the Distributor and their respective affiliated companies, that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners or prospective Contract owners) is properly marked as “Not For Use With The Public” or “For Broker-Dealer Use Only” and that such information is only so used.
 
ARTICLE VI.—FEES, COSTS AND EXPENSES
 
6.1 The Fund, Distributor and Adviser shall pay no fee or other compensation to the Company under this Agreement and the Company shall pay no fee or other compensation to the Fund, Distributor or Adviser under this Agreement, although the Parties hereto will bear certain expenses in accordance with this Agreement.
 
6.2 Each party shall, in accordance with the allocation of expenses specified in this Agreement, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform and arranging for appropriate compensation for (i) for distribution and shareholder-related services under a plan adopted in accordance with Rule 12b-1 under the 1940 Act and (ii) other services that are not primarily intended to result in the sale of shares of the Designated Funds, which are provided to Contract owners relating to the Designated Funds.



6.3 All expenses incident to performance by the Trust of this Agreement will be paid by the Trust or the Distributor to the extent permitted by law. All shares of the Designated Funds will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust will bear the expenses for the cost of registration and qualification of the Trust’s shares, including without limitation, the preparation of and filing with the SEC of Forms N-1A and Rule 24f-2 Notices on behalf of the Trust and payment of all applicable registration or filing fees (if applicable) with respect to shares of the Trust; preparation and filing of the Trust’s prospectus, SAI and registration statement, proxy materials and reports; typesetting the Trust’s prospectus; and reports to Contract owners; typesetting and printing proxy materials; the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of shares of the Designated Funds; any expenses permitted to be paid or assumed by the Trust with respect to the Designated Funds pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs regarding the Designated Funds in electronic or typeset format for distribution to existing Contract owners.
         
6.4 The Company shall bear all expenses associated with the registration, qualification, and filing of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing, and distributing the Contracts’ prospectus and SAI; the cost of printing the Trust’s prospectus and reports for use in connection with offering the Contracts; the costs of printing and distributing to Contract owners the Trust’s prospectus and reports; the costs of distributing the Trust’s proxy materials to contract owners; and the cost of printing and distributing such annual individual account statements for Contract owners as are required by state laws.
 
ARTICLE VII.—MIXED AND SHARED FUNDING RELIEF
 
7.1 The Trust represents and warrants that it has received an order from the SEC granting Participating Insurance Companies and variable annuity separate accounts and variable life insurance separate accounts relief from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Designated Funds to be sold to and held by variable annuity separate accounts and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and qualified pension and retirement plans outside of the separate account context (the “Mixed and Shares Funding Order”). The parties to this Agreement agree that the conditions or undertakings required by the Mixed and Shared Funding Order that may be imposed on the Company, the Trust and/or the Adviser by virtue of the receipt of such order by the SEC will: (i) apply only upon the sale of shares of the Designated Fund to a variable life insurance separate account (and then only to the extent required under the 1940 Act); (ii) be incorporated herein by reference; and (iii) such parties agree to comply with such conditions and undertakings to the extent applicable to each such party notwithstanding any provision of the agreement to the contrary.



7.2 The Trust represents and warrants that the Trustees will monitor the Trust for the existence of any material irreconcilable conflict among the interests of the Contract owners of all Separate Accounts investing in the Designated Funds. A material irreconcilable conflict may arise for a variety of reasons, including, but not limited to: (1) an action by any state insurance regulatory authority (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Designated Fund are being managed; (e) a difference in voting instructions given by Participating Insurance Companies or by variable annuity and variable life insurance Contract owners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners. The Trustees will promptly inform the Company if it determines that a material irreconcilable conflict exists and explain the implications thereof.
          
7.3 The Company will promptly report any potential or existing conflicts of which it is aware to the Trustees. The Company agrees to assist the Trustees in carrying out their responsibilities under the Mixed and Shared Funding Order by promptly providing the Trustees with all information reasonably necessary for the Trustees to consider any issues raised. This includes, but is not limited to, an obligation by the Company to promptly inform the Trustees whenever Contract owner voting instructions are to be disregarded. Such responsibilities will be carried out by the Company with a view only to the interests of its Contract owners.
 
7.4 If it is determined by a majority of the Trustees constituting the Trust’s Board of Trustees, or a majority of the disinterested Trustees of the Board, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies will, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, up to and including: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Designated Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Designated Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity Contract owners or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Contract owners the option of making such a change; and (b) establishing a new registered management investment company or managed separate account.



7.5 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions, and such disregard of voting instructions could conflict with the majority of Contract owner voting instructions, and the Company’s judgment represents a minority position or would preclude a majority vote, the Company may be required, at the Trust’s election, to withdraw the investment of the affected sub-account of the Separate Account in the Designated Fund and terminate this Agreement with respect to such sub-account; provided, however, that such withdrawal and termination will be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees of the Trust. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice to the Company that this provision is being implemented. Until the end of such six-month period, the Distributor and the Adviser will, to the extent permitted by law and the Mixed and Shared Funding Order, continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust.
          
7.6 If a material irreconcilable conflict arises because a particular state insurance regulator’s decision applicable to the Company conflicts with the decisions of the majority of other state insurance regulators, then the Company will withdraw the investment of the affected sub-account of the Separate Account in the Designated Fund and terminate this Agreement with respect to such sub-account; provided, however, that such withdrawal and termination will be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice to the Company that this provision is being implemented. Until the end of such six-month period the Trust will, to the extent permitted by law and the Mixed and Shared Funding Order, continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Designated Funds.
 
7.7 For purposes of Section 7.4 through 7.7 of this Agreement, a majority of the disinterested Trustees of the Trust will determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for the Contracts. The Company will not be required by Section 7.4 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners affected by the material irreconcilable conflict. In the event that the Board determines that any proposed action does not adversely remedy any material irreconcilable conflict, then the Company will withdraw the investment of the affected sub-account of the Separate Account in the Designated Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination will be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees of the Trust.
 
7.8 The Company will at least annually submit to the Trustees such reports, materials or data as the Trustees of the Trust may reasonably request so that the Trustees may fully carry out the duties imposed upon it as delineated in the Mixed and Shared Funding Order, and said reports, materials and data will be submitted more frequently if deemed appropriate by the Trustees.



7.9 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Order, then: (a) the Trust and/or the Participating Insurance Companies, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 4.3, 4.4, 4.5, 7.1, 7.2, 7.3, 7.4, 7.5 and 7.6 of this Agreement will continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.
          
ARTICLE VIII.—INDEMNIFICATION
 
8.1 Indemnification by the Company
 
(a) The Company agrees to indemnify and hold harmless the Trust, the Adviser, the Distributor, and each of the Trust’s or the Adviser’s or the Distributor’s directors, trustees, officers, employees or agents and each person, if any , who controls or is associated with the Trust, the Adviser or the Distributor within the meaning of such terms under the federal securities laws (collectively, the “Indemnified Parties” for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or actions in respect thereof (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or litigation in respect thereof) or settlements:
          
(i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or SAI for the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided, that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission of such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Trust, the Adviser, or the Distributor for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or shares of the Designated Funds; or
          
(ii) arise out of or as a result of statements or representations by or on behalf of the Company (other than statements or representations contained in the Trust registration statement, prospectus, SAI or sales literature or other promotional material of the Trust, or any amendment or supplement to the foregoing, not supplied by the Company or persons under its control) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or shares of the Designated Funds; or



                      (iii) arise as a result of the Company transmitting orders to the Trust for a given Business Day that were received by the Company after the time the Designated Fund calculates its net asset value or as a result of the Company’s failure to maintain, monitor, or enforce policies and procedures reasonably designed to prevent market timing or late trading in a Series; or
          
(iv) arise out of untrue statement or alleged untrue statement of a material fact contained in the Trust registration statement, prospectus, SAI or sales literature or other promotional material of the Trust (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make such statements not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Trust by or on behalf of the Company or persons under its control; or
 
(v) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or
 
(vi) arise out of any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach by the Company of this Agreement;
 
except to the extent provided in Sections 8.1(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Company otherwise may have.
 
(b) No party will be entitled to indemnification under Section 8.1(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of such party’s duties and obligations under this Agreement.
 
(c) The Indemnified Parties promptly will notify in writing the Company of the commencement of any litigation, proceedings, complaints or litigation by regulatory authorities against them in connection with the issuance or sale of the shares of the Designated Funds or the Contracts or the operation of the Trust.



8.2 Indemnification by the Adviser and Distributor
                                
(a) The Adviser and Distributor each agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities (collectively, the “Indemnified Parties” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser and Distributor) or litigation in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or litigation in respect thereof) or settlements:
 
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or SAI for the Trust or sales literature or other promotional material generated or approved by the Adviser or the Distributor on behalf of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission of such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser, the Distributor or the Trust by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Trust or in sales literature generated or approved by the Adviser or the Distributor on behalf of the Trust (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Contracts or shares of the Designated Funds; or
 
(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the Contracts or in the Contract or Trust registration statements, prospectuses or statements of additional information or sales literature or other promotional material for the Contracts or of the Trust, or any amendment or supplement to the foregoing, not supplied by the Adviser or the Distributor or persons under the control of the Adviser or the Distributor) or wrongful conduct of the Adviser or the Distributor or persons under the control of the Adviser or the Distributor, with respect to the sale or distribution of the Contracts or shares of the Designated Funds; or
 
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI or sales literature or other promotional material covering the Contracts (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statement or statements not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Adviser or the Distributor or persons under the control of the Adviser or the Distributor; or


                                  
(iv) arise as a result of any failure by the Adviser or the Distributor to provide the services and furnish the materials under the terms of this Agreement; or
 
(v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Distributor in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or the Distributor (including a failure, whether intentional or in good faith or otherwise, to comply with the requirements of Subchapter M of the Code specified in Article III, Section 3.3 of this Agreement, as described more fully in Section 8.5 below);
 
except to the extent provided in Sections 8.2(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Adviser or Distributor otherwise may have.
  
(b) No party will be entitled to indemnification under Section 8.2(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of such party’s duties and obligations under this Agreement.
 
(c) In no event shall the Adviser or the Distributor be liable under the indemnification provisions contained in this Agreement to any individual or entity, including without limitation, the Company, or any Contract owner, with respect to any losses, claims, damages, liabilities or expenses that arise out of or result from the failure by the Company to maintain its segregated asset account(s) under applicable state law and as a duly registered unit investment trust under the provisions of the 1940 Act (unless exempt therefrom) or, subject to compliance by the Designated Funds with the diversification requirements specified in Article III, the failure by the Company to maintain its Contracts (with respect to which any Designated Fund serves as an underlying funding vehicle) as life insurance, endowment or annuity contracts under applicable provisions of the Code.
 
(d) The Indemnified Parties promptly will notify in writing the Adviser and the Distributor of the commencement of any litigation, proceedings, complaints or litigation by regulatory authorities against them in connection with the issuance or sale of the shares of the Designated Funds or the Contracts or the operation of the Separate Account.
 
8.3 Indemnification by the Trust
 
(a) The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or litigation in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or litigation in respect thereof) or settlements, are related to the operations of the Trust and:


       
                      (i) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement; or
 
(ii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust (including a failure, whether intentional or in good faith or otherwise, to comply with the requirements of Subchapter M of the Code specified in Article III, Section 3.3 of this Agreement as described more fully in Section 8.5 below); or
                                  
(iii) arise out of or result from the materially incorrect calculation of daily net asset value per share of a Designated Fund or dividend or capital gain distribution on shares of a Designated Fund;
 
except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Trust otherwise may have.
 
(b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of such party’s duties and obligations under this Agreement.
 
(c) In no event shall the Trust be liable under the indemnification provisions contained in this Agreement to any individual or entity, including without limitation, the Company, or any Contract owner, with respect to any losses, claims, damages, liabilities or expenses that arise out of or result from the failure by the Company to maintain its segregated asset account(s) under applicable state law and as duly registered unit investment trust(s) under the provisions of the 1940 Act (unless exempt therefrom) or, subject to compliance by the Designated Funds with the diversification requirements specified in Article III, the failure by the Company to maintain its Contracts (with respect to which any Designated Fund serves as an underlying funding vehicle) as life insurance, endowment or annuity contracts under applicable provisions of the Code.


     
(d) The Indemnified Parties each agree to promptly notify in writing the Trust of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against itself or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Separate Account(s), or the sale or acquisition of shares of the Trust.
                     
8.4 Indemnification Procedure
   
Any person obligated to provide indemnification under this Article VIII (“Indemnifying Party” for the purpose of this Section 8.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII (“Indemnified Party” for the purpose of this Section 8.4) if such Indemnified Party has failed to notify in writing the Indemnifying Party in accordance with its obligations under Sections 8.1(c), 8.2(c) or 8.3(d), as applicable, but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party’s election to assume the defense thereof, the Indemnified Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.



8.5 Indemnification for Failure to Comply with Diversification Requirements
   
           The Trust and the Adviser acknowledge that if a Designated Fund fails (whether intentionally or in good faith or otherwise) to comply with the diversification requirements specified in Article III, Section 3.1 of this Agreement, the Contracts consequently may not be treated as variable contracts for federal income tax purposes, which would have adverse tax consequences for Contract owners and could also adversely affect the Company’s corporate tax liability. Accordingly, without in any way limiting the effects of Sections 8.2(a) and 8.3(a) hereof and without in any way limiting or restricting any other remedies available to the Company, the Trust, the Adviser and the Distributor will pay on a joint and several basis all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of any Designated Fund to comply with Section 3.1 of this Agreement, including all costs associated with correcting or responding to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Designated Fund (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); reasonable fees and expenses of legal counsel and other advisers of the Company and any federal income taxes or tax penalties (or “toll charges” or exactments or amounts paid in settlement) reasonably incurred by the Company in connection with any such failure or anticipated or reasonably foreseeable failure. Such indemnification and reimbursement obligation shall be in addition to any other indemnification and reimbursement obligations of the Trust, the Adviser, and/or the Distributor under this Agreement.
   
8.6 Indemnification for Failure to Comply with Code Provisions
   
The Company acknowledges that if a Separate Account fails (whether intentionally or in good faith or otherwise) to comply with the Code provisions specified in Article II, Section 2.2 of this Agreement or other Code provisions related to the maintenance of the contracts as variable contracts for federal income tax purposes the failure of the contracts to be treated as variable contracts for federal income tax purposes would have adverse consequences for the Designated Funds serving as funding vehicles for Participating Insurance Companies. Accordingly, without in any way limiting the effects of Sections 8.1(a) hereof and without in any way limiting or restricting any other remedies available to the Trust, the Adviser and the Distributor, the Company will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of any Separate Account to comply with Section 2.2 of this Agreement or Code provisions related to the maintenance of the contracts as variable contracts for federal income tax purposes, including all costs associated with correcting or responding to any such failure; such costs may include, but are not limited to, reasonable fees and expenses of legal counsel and other advisers of the Trust, the Adviser and the Distributor in connection with any such failure or anticipated or reasonably foreseeable failure, or damages payable by the Trust to other Participating Insurance Companies. Such indemnification and reimbursement obligation shall be in addition to any other indemnification and reimbursement obligations of the Company under this Agreement.
   
ARTICLE IX.—APPLICABLE LAW
 
9.1 This Agreement will be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Delaware applicable to contracts entirely entered into and performed in Delaware by Delaware residents.


   
9.2 This Agreement will be subject to the provisions of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations and ruling thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, the Mixed and Shared Funding Order) and the terms hereof will be interpreted and construed in accordance therewith. If in the future, the Mixed and Shared Funding Order should no longer be necessary under applicable laws, then Article VII shall no longer apply.
   
ARTICLE X.—TERMINATION
 
10.1 This Agreement will terminate automatically in the event of its assignment, unless made with the prior written consent of each party, or:
                       
(a) at the option of any party, with or without cause, with respect to one, some or all of the Designated Funds, upon six (6) months’ advance written notice to the other parties or, if later, upon receipt of any required exemptive relief or orders from the SEC, unless otherwise agreed in a separate written agreement among the parties; or
     
(b) at the option of the Company, upon written notice to the other parties, with respect to any Designated Fund if shares of the Designated Fund are not reasonably available to meet the requirements of the Contracts as determined in good faith by the Company; or
     
(c) at the option of the Company, upon written notice to the other parties, with respect to any Designated Fund in the event any of the Designated Fund’s shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or
     
(d) at the option of the Trust upon institution of formal proceedings against the Company by the FINRA, the SEC, the insurance commission of any state or any other regulatory body regarding the Company’s duties under this Agreement or related to the sale of the Contracts, the administration of the Contracts, the operation of any Separate Account, or the purchase of the Trust shares, provided that the Trust determines in its reasonable judgment that any such proceeding would have a material adverse effect on the Company’s ability to perform its obligations under this Agreement; or
     
(e) at the option of the Company upon institution of formal proceedings against the Trust, the Adviser or the Distributor by the FINRA, the SEC or any state securities or insurance commission or any other regulatory body, provided that the Company determines in its reasonable judgment that any such proceeding would have a material adverse effect on the Trust’s, the Adviser’s or the Distributor’s ability to perform its obligations under this Agreement; or
     
(f) at the option of the Company, if the Trust or any Designated Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any successor or similar provision, or if the Company reasonably believes that any Designated Fund may fail to so qualify; or


     
(g) subject to the Company’s compliance with Article II, at the option of the Company, with respect to any Designated Fund, if any Designated Fund fails to meet the diversification requirements specified in Section 3.1 hereof or if the Company reasonably believes any Designated Fund may fail to meet such requirements; or
                       
(h) at the option of any party to this Agreement, upon another party’s material breach of any provision of this Agreement; or
     
(i) at the option of the Company, if the Company determines in its sole judgment exercised in good faith that either the Trust, the Adviser or the Distributor has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company or the Contracts (including the sale thereof); or
     
(j) at the option of the Trust, the Adviser or the Distributor, if the Trust, the Adviser or the Distributor respectively, determines in its sole judgment exercised in good faith that the Company has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Trust, the Adviser or the Distributor; or
     
(k) at the option of the Company or the Trust upon receipt of any necessary regulatory approvals and/or the vote of the Contract owners having an interest in a Separate Account (or any sub-account) to substitute the shares of another investment company for the corresponding Designated Fund’s shares in accordance with the terms of the Contracts for which those Designated Fund shares had been selected to serve as the underlying portfolio. The Company will give sixty (60) days’ prior written notice to the Trust of the date of any proposed vote or other action taken to replace the shares of a Designated Fund or of the filing of any required regulatory approval(s); or
     
(l) at the option of the Company or the Trust upon a determination by a majority of the Trust Board, or a majority of the Trust’s disinterested Trustees, that a material irreconcilable conflict exists among the interests of: (1) all Contract owners of variable insurance products of all separate accounts; or (2) the interests of the Participating Insurance Companies investing in the Trust as set forth in Article VII of this Agreement; or
     
(m) subject to the Trust’ compliance with Article III, at the option of the Trust in the event any of the Contracts are not issued or sold in accordance with applicable federal and/or state law, or will not be treated as annuity contracts, life insurance policies and/or variable contracts (as applicable) under applicable provisions of the Code, or in the event any representation or warranty of the Company in Section 2.1 is no longer true. Termination will be effective immediately upon such occurrence without notice.
     

          
10.2 Notice Requirement
 
(a) In the event that any termination of this Agreement is based upon the provisions of Article VII, such prior written notice will be given in advance of the effective date of termination as required by such provisions.
          
(b) In the event that a party to this Agreement terminates the Agreement based upon the provisions of Sections 10.1(b)-(h), prompt written notice of the election to terminate this Agreement for cause shall be furnished by the party terminating the Agreement to the non-terminating party(ies). The Agreement shall be terminated effective upon receipt of such notice by the non-terminating party(ies).
 
(c) In the event that a party to this Agreement terminates the Agreement based upon the provisions of Sections 10.1(i) or (j), prior written notice of the election to terminate this Agreement for cause shall be furnished by the party terminating the Agreement to the non-terminating party(ies). Such prior written notice shall be given by the party terminating this Agreement to the non-terminating party(ies) at least sixty (60) days before the effective date of termination.
 
10.3 Effect of Termination
 
Notwithstanding any termination of this Agreement, the Trust and the Distributor will, at the option of the Company, continue to make available additional shares of the Designated Funds pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”), unless the Distributor requests that the Company seek an order pursuant to Section 26(b) of the 1940 Act to permit the substitution of other securities for the shares of the Designated Funds. The Distributor and the Company each will be responsible for one-half of the cost of seeking such order and the Company agrees that it will cooperate with the Distributor and seek such an order upon request. Specifically, subject to the terms of this Agreement, the owners of the Existing Contracts will be permitted to reallocate investments in the Designated Funds (as in effect on such date), redeem investments in the Designated Funds, and/or invest in the Designated Funds upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.3 will not apply to any terminations under Article VII and the effect of such Article VII terminations will be governed by Article VII of this Agreement. The parties further agree that this Section 10.3 will not apply to any termination under 10.1(m) of this Agreement.
 
10.4 Surviving Provisions
 
Notwithstanding any termination of this Agreement, each party’s obligations under Article VIII to indemnify other parties will survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement also will survive and not be affected by any termination of this Agreement.


            
ARTICLE XI.—NOTICES
 
Any notice will be deemed duly given when sent by certified mail, return receipt requested, to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other parties. All notices will be deemed given three (3) business days after the date received or rejected by the address:
 
If to the Company:
 
Attn:
 
If to the Trust:
 
Delaware VIP® Series
One Commerce Square, 2005 Market Street
Philadelphia, PA 19103
Attn: General Counsel
 
If to the Adviser:
 
Delaware Management Company
One Commerce Square, 2005 Market Street
Philadelphia, PA 19103
Attn: General Counsel
 
If to the Distributor:
 
Delaware Distributors, L.P.
One Commerce Square, 2005 Market Street
Philadelphia, PA 19103
Attn: General Counsel
 
ARTICLE XII.—MISCELLANEOUS
  
12.1 All persons dealing with the Trust must look solely to the property of the Trust or, in the event of a claim relating to a particular Designated Fund, the relevant Designated Fund for the enforcement of any claims against the Trust or the Designated Fund, as the case may be, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Trust or any Designated Funds.
  


12.2 The Trust, the Adviser and the Distributor each acknowledges that the identities of the customers of the Company or any of its affiliates (collectively the “Protected Parties” for purposes of this Section 12.2), information maintained regarding Protected Parties, and all computer programs and procedures developed by the Protected Parties or any of their employees or agents in connection with the Company’s performance of its duties under this Agreement are the valuable property of the Protected Parties. The Trust, the Adviser and the Distributor agree that if they come into possession of any list or compilation of the identities of or other information about the Protected Parties’ customers, or any other property of the Protected Parties, other than such information as may be independently developed or compiled by the Trust, the Adviser or the Distributor from information supplied to them by the Protected Parties’ customers who also maintain accounts directly with the Trust, the Adviser and the Distributor, the Trust, the Adviser and the Distributor will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with the Company’s prior written consent; or (b) as required by law or judicial process. Subject to the requirements of legal process and regulatory authority, each party hereto in particular shall treat as confidential any “non-public personal information” about any “consumer” of any party as such terms are defined in the SEC’s Regulation S-P and shall not disclose or use such information without the express consent of such party. Such consent shall specify the purposes for which information may be disclosed or used, which disclosure or use shall be consistent with Regulation S-P. The Trust and the Adviser each acknowledges that any breach of the agreements in this Section 12.2 would result in immediate and irreparable harm to the Protected Parties for which there would be no adequate remedy at law and agree that in the event of such a breach, the Protected Parties will be entitled to equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction deems appropriate.
          
12.3 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
 
12.4 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together will constitute one and the same instrument.
 
12.5 If any provision of this Agreement will be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement will not be affected thereby.
 
12.6 This Agreement will not be assigned by any party hereto, without the prior written consent of all of the parties.
 
12.7 The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal law.
 
12.8 The parties to this Agreement acknowledge and agree that this Agreement shall not be exclusive in any respect.
 
12.9 Each party to this Agreement will cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the FINRA and state insurance regulators) and will permit each other and such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
 


12.10 Each party represents that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate or trust action, as applicable, by such party and when so executed and delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.
          
12.11 This Agreement may be amended by written instrument signed by all parties to the Agreement.
 
12.12 Any portfolio holdings information of the Designated Funds received by the Company or its affiliates or agents that is not otherwise publicly available shall be held by the Company, its affiliates and agents in the strictest confidence. The Company, its affiliates and agents are prohibited from disclosing or trading on such portfolio holdings information (either in shares of Designated Funds or in shares of such Funds’ portfolio securities). In addition, the Company, its affiliates and agents shall provide to the Trust any research or reports generated using such portfolio holdings information.


IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified below.




DELAWARE VIP® SERIES
 
By:   
Name: Shawn K. Lytle
Title: President
 
DELAWARE MANAGEMENT COMPANY
 
By:
Name: Shawn K. Lytle
Title: President
 
DELAWARE DISTRIBUTORS, L.P.
 
By:
Name:      Susan L. Natalini
Title: Senior Vice President
                                        



[Signature Page to the FLIAC Participation Agreement]


PARTICIPATION AGREEMENT

SCHEDULE A

The following Separate Accounts and Associated Contracts of Foresters Life Insurance and Annuity Company are permitted in accordance with the provisions of the Participation Agreement to invest in the Designated Funds of the Delaware VIP® Series shown in Schedule B.

NAME OF SEPARATE ACCOUNT: First Investors Life Variable Annuity Fund C

CONTRACT(S):
First Choice
The Tax Tamer I

NAME OF SEPARATE ACCOUNT: First Investors Life Variable Annuity Fund D

CONTRACT(S):
First Choice Bonus Annuity,

NAME OF SEPARATE ACCOUNT: First Investors Life Separate Account E

CONTRACT(S):
Variable Universal Life
Single Premium Variable Life Insurance Policy

NAME OF SEPARATE ACCOUNT: First Investors Life Separate Account B

CONTRACT(S):
Insured Series Policy
ISP Choice (four payment period option)
ISP Choice (two payment period option)

Date:   A-1
                                                                                                                                                               


PARTICIPATION AGREEMENT

SCHEDULE B

In accordance with the provisions of the Participation Agreement, the Separate Account(s) shown on Schedule A may invest in the following Designated Funds and Classes of the Trust:

Delaware VIP Covered Call Strategy Series – Standard Class Delaware
VIP Equity Income Series – Standard Class
Delaware VIP Fund for Income Series – Standard Class
Delaware VIP Government Cash Management Series – Standard Class
Delaware VIP Growth and Income Series – Standard Class
Delaware VIP International Series – Standard Class
Delaware VIP Investment Grade Series – Standard Class
Delaware VIP Limited Duration Bond Series – Standard Class
Delaware VIP Opportunity Series – Standard Class
Delaware VIP Growth Equity Series – Standard Class
Delaware VIP Special Situations Series – Standard Class
Delaware VIP Total Return Series – Standard Class

Date:   B-1
                                                                                                                                                               


PARTICIPATION AGREEMENT

SCHEDULE C

Shareholder Information

1. Agreement to Provide Information. Intermediary agrees to provide the Fund, upon written request, the Taxpayer Identification Number (“TIN”), the Individual Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by the Intermediary during the period covered by the request.
          
(a) Information Request. Requests must set forth a specific period, not to exceed ninety (90) days from the date of the request, for which transaction information is sought. The Fund may request transaction information older than ninety (90) days from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund.
          
(b) Form and Timing of Response. Intermediary agrees to transmit the requested information that is on its books and records to the Fund or its designee promptly, but in any event not later than 5 business days, after receipt of a request. If requested by the Fund or its designee, Intermediary agrees to use best efforts to determine promptly, but in any event not later than five (5) business days after receipt of a specific request, whether any specified person about whom it has received the identification and transaction information specified in Paragraph 1 above is itself a financial intermediary (“indirect intermediary”) and, upon further request of the Fund or its designee, promptly, but in any event not later than five (5) business days after such request, either (i) obtain and transmit (or arrange to have transmitted) the requested information specified in Paragraph 1 above for those shareholders who hold an account with an indirect intermediary or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund. In such instance, Intermediary agrees to inform the Fund whether it plans to perform (i) or (ii).
 
Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties.
 
To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format.

Date:   D-1
                                                                                                                                                               



(c) Limitations on Use of Information. The Fund agrees not to use the information received for marketing or any other similar purpose without the prior written consent of the Intermediary. The Fund may, however, use the information received to ensure compliance with the Fund’s compliance policies and procedures.
          
2. Agreement to Restrict Trading. Intermediary agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund as having engaged in transactions of the Fund’s Shares (directly or indirectly through the Intermediary’s account) that violate policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund.
          
(a) Form of Instructions. Instructions must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.
 
(b) Timing of Response. Intermediary agrees to execute instructions to restrict or prohibit trading as soon as reasonably practicable, but in any event not later than five (5) business days after receipt of the instructions by the Intermediary.
 
(c) Confirmation by Intermediary. Intermediary must provide written confirmation to the Fund that instructions have been executed. Intermediary agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.
 
3. Definitions. For purposes of this Agreement:
 
(a) The term “Fund” includes the fund’s principal underwriter and transfer agent. The term not does include any “excepted funds” as defined in SEC Rule 22c-2(b) under the 1940 Act.
 
(b) The term “Shares” means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the 1940 Act that are held by the Intermediary.
 
(c) The term “Shareholder” means the holder of interests in a variable annuity or variable life insurance contract issued by the Intermediary.
 
(d) The term “Intermediary” shall mean a “financial intermediary” as defined in SEC Rule 22c-2.
 
(e) The term “purchase” does not include the automatic reinvestment of dividends.
 
(f) The term “written” includes electronic writings and facsimile transmissions.

Date:   D-2
                                                                                                                                                               


PARTICIPATION AGREEMENT

SCHEDULE D

NSCC OPERATIONAL GUIDELINES

I. AUTOMATED TRADING SERVICES
          
Based on the aggregate orders that the Company receives for each Variable Account on each Business Day ("Trade Date"), the Company shall transmit, or cause to be transmitted, to Distributor or its designee a file containing the net order for each Fund received prior to the time the NAV of the Fund has been determined (normally 4:00 p.m. EST on each Business Day) ("NAV Deadline") for receipt by the Fund on Trade Date plus one. This file shall be transmitted via the automated clearance and settlement systems of the National Securities Clearing Corporation ("NSCC") through its Defined Contribution Clearance & Settlement platform ("DCC&S") (together, the "Automated Systems"), unless there is a failure of Automated Systems, as described in Section II, below. The Automated Systems permit the transmission of orders and registration data between the Company and the Funds. Orders, registration, and corrections related to orders provided to Distributor or its designee through the Automated System shall be accurate, complete and in the format prescribed by the NSCC.
 
II. FAILURE OF AUTOMATED SYSTEMS
 
1. If any party is unable to access the Automated Systems, such party shall use its best efforts to promptly notify the other party via telephone and/or facsimile.
 
2. If the Company is unable to access the Automated Systems, the Company will be able to place trades the following Business Day on an "as of" basis in a report described in Section 11.3 below. "As of" trades must be transmitted by facsimile or electronic mail to Distributor or its designee no later than 8:30 a.m. EST on Trade Date plus one.
 
3. In cases where there is a failure of the Automated Systems, the Company shall transmit to Distributor or its designee by 8:30 a.m. EST a report containing all orders (dollar amounts) received by the Company on behalf of each "omnibus" account for each Fund, by facsimile or such other means mutually agreed upon by the parties. The report transmitted on any Business Day shall reflect only those orders that the Company received from contract owners with respect to each such Fund between the NAV Deadlines occurring on the two Business Days immediately preceding the Business Day on which such report is transmitted. The Company shall transmit this report to Distributor or its designee on each Business Day that there was a failure of the Automated Systems, including Business Days on which there was no purchase, transfer, or redemption activity. The Company shall notify Distributor or its designee by 8:30 a.m. EST if the Company will be unable to transmit such report on any given Business Day.

Date:   C-1
                                                                                                                                                               



4. In cases where there is a failure to use the Automated Systems, Distributor or its designee shall provide to the Company, or cause to be provided to the Company, notice of dividend declarations, annual meetings and other corporate actions. In the case of dividend declarations, the notice shall be provided on the record date established for the payment of dividends or capital gains distributions.
          
5. In cases where there is a failure to use the Automated Systems, Distributor or its designee shall provide to the Company, or cause to be provided to the Company, a daily confirmation of each transaction in each "master" or "omnibus" account and a monthly statement with respect to each such account as described in each Fund's prospectus.
 
III. MONEY MOVEMENT SERVICES
 
1. If both parties are able to access the Automated Systems, daily settlement will occur in accordance with the rules and regulations of the NSCC as may be amended from time to time.
 
2. If a party is unable to access the Automated Systems, by 1:00 p.m. EST on each Business Day on which the Company shall have transmitted a net redemption order, Distributor or its designee will wire transfer, or cause to be wired transferred, by Federal Funds wire to the Company the proceeds of the net redemption order for each Fund as appropriate. Such wire transfers shall be initiated in accordance with the wire instruction provide by the Company to Distributor or its designee; provided, however, that, in the event that the "master" or "omnibus" account in any Fund is to be redeemed in full such that it will have a zero balance on such day, then Distributor or its designee reserves the right to wire transfer, or cause to be wired transferred, the redemption proceeds within the time periods set forth in such Fund's prospectus. On each Business Day on which the Company shall have transmitted a net purchase order, the Company will cause to be wired transferred, by Federal Funds wire, to Distributor or its designee the cash value of the net purchase order for each Fund as appropriate. Such wire transfers shall be initiated in accordance with the wire instruction provide to the Company by Distributor or its designee.

Date:   C-2
                                                                                                                                                               


ADMINISTRATIVE SERVICES AGREEMENT

THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is entered into as of January 1, 2017, by and among Nassau Reinsurance LLC (“Nassau Re”) and The Phoenix Companies, Inc. (“PNX”), referred to herein individually each as a “Provider” and together as “Providers”, and Phoenix Life Insurance Company, a New York life insurance company (“PLIC”), sometimes referred to herein as the “Recipient. The Providers and the Recipient shall be referred to herein individually each as a “Party” and collectively as “the Parties.”

WHEREAS, the Providers desire to provide the Recipient with certain support services, and the Recipient requests that the Providers render such services.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, it is agreed among the Parties hereto as follows:

Section 1. SCOPE OF AGREEMENT

a. Authority. Nassau Re and PNX desire to perform the services set forth herein and PLIC agrees to grant full authority to Nassau Re and PNX to accomplish, effect and execute such services, subject to the limitations, conditions and restrictions contained herein.
         
b. Supervision and Control. The services to be performed hereunder pertain to and include certain functions customarily reposited in and performed by the employees and/or officers of PLIC, but at all times the ultimate supervision and control of such functions shall remain with and reside in the respective official or officials of PLIC responsible for any such functions.
 
c. Direction by Boards. The performance of services by a Provider for the Recipient pursuant to this Agreement shall in no way impair the absolute control of the business and operations of a Provider or the Recipient by their respective Boards. Each Provider shall act hereunder so as to assure the separate operating identity of the Recipient. The business and operations of the Recipient shall at all times be subject to the direction and control of the Board of the Recipient.
 
Section 2. RELATIONSHIP BETWEEN THE PARTIES
 
a. Independent Contractors. It is understood and agreed that each Party is an independent contractor and shall be free to exercise its judgment and discretion with regard to the performance of its duties hereunder.
 
b. Personnel. Whenever a Provider utilizes its personnel to perform services for the Recipient pursuant to this Agreement, such personnel shall at all times remain employees of the Provider, subject solely to its direction and control. The Recipient shall have no direct liability to such employees for their welfare, salaries, fringe benefits, legally required employer contributions and tax obligations. Notwithstanding the foregoing, the Recipient may be liable to the Provider for such costs.



c. Facilities. No facility of the Provider used in performing services for or subject to use by the Recipient shall be deemed to be transferred, assigned, conveyed or leased by performance or use pursuant to this Agreement.
         
d. Standards and Guidelines. In providing services hereunder which require the exercise of judgment by the Provider, the Provider shall perform any such service in accordance with standards and guidelines the Recipient develops and communicates to the Provider, if any. In performing any services hereunder, Provider shall at all times act in a manner reasonably calculated to be in or not opposed to the best interests of PLIC.
 
Section 3. AUTHORITY AND DUTIES; COST; RECORDS; PAYMENTS
 
a. General Duties. The Providers are authorized to perform the duties as set forth on Annex A to this Agreement. With respect to such services, nothing herein shall be deemed to grant the Providers with an exclusive right to provide services to the Recipient, and the Recipient retains the right to contract with any third party, affiliated or unaffiliated, for the performance of services or for the use of facilities as are available to or have been requested by the Recipient pursuant to this Agreement. If and to the extent the Recipient desires any services of the types described herein, it may access designated Provider employees to provide such services. It is understood that each Provider retains the discretion to allocate its internal resources in the fashion it deems appropriate even if that means that the Recipient will have to wait for the requested services, contract for such services elsewhere (including the use of outside vendors), or do without such services.
 
b. Cost. The compensation to be paid to the Provider shall reflect the costs (direct and indirect) which the Provider incurs to provide such services. The Provider shall invoice the Recipient on or before the 15th day of the month following the provision of services for the estimated costs of services rendered for the preceding month. Any adjustments required to reflect the Provider’s costs in providing the services hereunder shall be made on a quarterly basis based upon the Provider’s cost analysis, which analysis shall take into account the requirements of New York Insurance Department Regulation 33 with respect to allocation of costs. The Recipient shall also pay to the Provider any applicable state sales, use, service or similar taxes with respect to the services provided hereunder. Notwithstanding the foregoing, the Provider may (1) instruct any third parties to directly bill the Recipient for the Recipient’s cost of the applicable services provided under this Agreement and (2) directly and contemporaneously charge the Recipient the costs or estimated costs of services provided under this Agreement in order to facilitate the normal settlement of expenses related to the services in the ordinary course of business.

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c. Recordkeeping.
         

1) All records, books, accounts and files necessary, proper and customary for services performed hereunder shall be properly maintained by the Provider for and on behalf of the Recipient. Both the Provider and the Recipient shall maintain its own records in such a way as to disclose clearly and accurately the nature and detail of the transactions between them, including such accounting information as is necessary to support the reasonableness of the charges hereunder and such additional information as PLIC may reasonably request for purposes of its internal bookkeeping and accounting operations.

2) The Provider shall keep such records insofar as they pertain to the computation of charges hereunder available for audit, inspection and copying by the Recipient and persons authorized by it or any governmental agency having jurisdiction over the Recipient during all reasonable business hours.

3) All records shall be maintained in accordance with New York Insurance Department Regulation No. 152 (11 NYCRR 243). In addition to the foregoing, a computer terminal, which is linked to the electronic system that generates the electronic records that constitute the Recipient’s books of account, shall be kept and maintained at the Recipient’s principal office in New York. During all normal business hours, there shall be ready availability and easy access through such terminal (either directly by New York Insurance Department personnel or indirectly with the aid of the Recipient’s employees) to the electronic media used to maintain the records comprising the Recipient’s books of account. The electronic records shall be in a readable form.

4) The Provider shall maintain format integrity and compatibility of the electronic records that constitute the Recipient’s books of account. If the electronic system that created such records is to be replaced by a system with which the records would be incompatible, the Provider shall convert such pre-existing records to a format that is compatible with the new system.

5) The Provider shall maintain acceptable backup (hard copy or another durable medium, as defined in Regulation No. 152, as long as the means to access the durable medium is also maintained at the Recipient’s principal office) of the records constituting the Recipient’s books of account. Such backup shall be forwarded to the Recipient on a quarterly basis and shall be maintained by the Recipient at its principal office in New York.

6) The Provider shall maintain backup records with respect to the services it provides pursuant to this Agreement which shall be available to the Recipient in the event of a disaster. Provider shall maintain and make available its disaster recovery site to the Recipient. The disaster recovery site shall be maintained by PNX. The Provider shall maintain such backup records in accordance with the requirements of Recipient’s record retention policy as provided in writing to the Provider.

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d. Payments.
         

1) The Recipient shall remit all sums billed by the Providers within fifteen (15) days of receipt of the invoice as invoiced monthly pursuant to Section 3(b), unless the Recipient contests any invoice in good faith. Within thirty (30) days after the end of each fiscal quarter, and also after the termination of this Agreement with respect to any Party, the Provider shall invoice the Recipient for any additional sums owed, or remit to the Recipient any excess sums paid, during the preceding quarter. The Recipient shall pay any additional sums invoiced within fifteen (15) days of receipt of the invoice unless the Recipient is contesting the invoice in good faith. The Provider shall pay any excess sum to the Recipient within fifteen (15) days of determining that any excess sum has been paid by the Recipient.

2) Within sixty (60) days after end of each calendar year, the Provider shall submit to the Recipient a statement of apportioned expenses for such prior calendar year showing the basis for the apportionment of each item. The Recipient may request a written statement from the Provider setting forth, in reasonable detail, the nature of the services rendered or expense incurred and other relevant information to support the charge. Any difference between the amount of the apportioned expenses paid by the Recipient and the amount of the apportioned expenses shall be paid to either the Provider or the Recipient, as the case may be, within fifteen (15) days of the statement of apportioned expenses.

e. Collection of Premiums. With regard to the collection of premiums, deposits and other remittances from policyholders (including payment of principal or interest on policy loans), the Provider shall act in a fiduciary capacity with respect to such payments, hold such payments for the benefit of the Recipient, and after the required processing of such payments, will immediately deposit such payments in one or more bank accounts established in the name of the Recipient and subject to the control of officers of the Recipient. Reports are reviewed on a daily basis to ensure that all payments are applied in a timely manner.
            
f. Audits. The Recipient and persons authorized by it or any governmental agency having jurisdiction over the Recipient shall have the right, at the Recipients expense, to conduct an audit of the relevant books, records and accounts of the Provider upon giving reasonable notice of its intent to conduct such an audit. In the event of such audit, the Provider shall give to the party requesting the audit reasonable cooperation and access to all books, records and accounts necessary to audit during normal business hours.
 
Section 4. TERMINATION
 
a. Term. This Agreement shall be for a term of twelve (12) months, beginning on January 1, 2017. This Agreement shall automatically renew thereafter from year-to-year for a like period under the terms and conditions hereof.

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b. Termination by Notice.
         

1) Each Party to this Agreement shall have the right to terminate this Agreement with respect to such Party for any reason by giving the other Parties written notice received thirty (30) days prior to the effective date of such termination.

2) If this Agreement is terminated by either the Recipient or the Provider, the electronic data processing services shall not be terminated by either Party unless there has been provided one hundred and eighty (180) days or more advance written notice of termination. Subject to the terms (including any limitations and restrictions) of any applicable software licensing agreement then in effect between the Provider and any licensor, the Provider shall, upon termination of this Agreement, grant to the Recipient a perpetual license, without payment of any fee, in any electronic data processing software developed or used by the Provider in connection with the services provided to the Recipient hereunder, if such software is not commercially available and is necessary, in the Recipient’s reasonable judgment, for the Recipient to perform subsequent to termination the functions provided by the Provider hereunder. Upon termination, the Provider shall promptly deliver to the Recipient all books and records that are, or are deemed by this Agreement, the property of the Recipient.

c. Discretionary Immediate Termination. This Agreement may be immediately terminated upon the mutual consent of all of the Parties upon the occurrence of any of the following events:
         

1) Sale, transfer, other substantial change of ownership of any Party.

2) The insolvency of any Party, the inability of any Party to pay its debts as they mature, the making of an assignment by any Party for the benefit of creditors, the dissolution of any Party, the appointment of a receiver or liquidator for any Party or for a substantial part of any Party’s property, or the institution of bankruptcy, reorganization, arrangement, insolvency or similar proceedings by or against any Party under the laws of any jurisdiction.

3) Misappropriation of funds or property received hereunder; the failure of any Party to remit the funds due promptly to another Party upon demand, any act of fraud by any Party against another Party; or conduct by any Party that is injurious to another Party’s standing or good name.

4) Default under or violation of this Agreement or any other agreement between or among the Parties.

5) Violation by a Party of the insurance or other laws of the State of New York or any other State.

Section 5. STANDARD OF CARE

The Provider agrees that in performing or providing functions or services hereunder, it shall use that degree of ordinary care and reasonable diligence that an experienced and qualified provider of similar services would use acting in like circumstances and in accordance with the standards, practices and procedures established by the Provider for its own business. The Provider shall perform services hereunder according to servicing standards of the Recipient or such other standards as may be mutually agreed upon by the Parties. Each Party shall comply with all laws, regulations, rules and orders applicable to it. The Provider agrees to maintain sufficient facilities and trained personnel of the kind necessary to perform the services hereunder.

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Section 6. GENERAL PROVISIONS

a. Assignment. No Party shall assign, delegate, transfer, encumber or otherwise dispose of this Agreement, any interest therein, or any rights or obligations hereunder, without the (x) prior written consent of the other Parties, and (y) the approval by the Superintendent of the New York State Department of Financial Services; and any purported assignment, transfer, encumbrance or other disposition without such approval shall be void.
         
b. Right to Contract with Third Parties. Nothing herein shall be deemed to grant the Provider an exclusive right to provide services to the Recipient, and the Recipient retains the right to contract with any third party, affiliated or unaffiliated, for the performance of services or for the use of facilities as are available to or have been requested by the Recipient pursuant to this Agreement. The Providers, with the Recipient’s consent, shall have the right to subcontract with any third party, affiliated or unaffiliated, for the performance of services requested by the Recipient provided that the Provider shall remain responsible for the performance of services by any such subcontractors in accordance with the terms of this Agreement; and provided further that the charges for any such services subcontracted to an affiliate shall be determined on the basis described in Section 3. With respect to significant services that are subcontracted, this Agreement shall be amended and filed with the New York Insurance Department for appointing/changing a subcontractor or changing subcontractor services.
 
c. Notices. Any notice required or permitted to be given hereunder shall be in writing and shall be deemed duly given if delivered personally, by registered or certified mail, telecopier or electronic mail to the Party for whom it is intended at the following address or such other address as the receiving Party may designate from time to time:

For Nassau Re:
 
                General Counsel
                Nassau Re
                1 American Row
                Hartford, CT 06103
 
For PNX:
 
                General Counsel
                The Phoenix Companies, Inc.
                1 American Row
                Hartford, CT 06103

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For PLIC:
 
                Vice President & Secretary
                Phoenix Life Insurance Company
                1 American Row
                Hartford, CT 06103

d. Entire Agreement. This Agreement supersedes and makes null and void any and all previous administrative service agreements, whether written or oral, by or among any of the Parties or their predecessors with respect to the type of business to be serviced hereunder, and constitutes the entire agreement between and among the Parties. No amendment to this Agreement shall be valid unless in writing and signed by the Parties. The Parties agree that, to the extent that this Agreement conflicts with the provisions of another agreement between the Parties, this Agreement will govern.
         
e. Effective Date. This Agreement shall become effective on January 1, 2017 pending the approval (or, if applicable, expiration of the period for non-disapproval) by the New York Insurance Department.
   
f. Subsequent Transactions. In the event any Party forms or acquires, by operation of law or otherwise, additional entities, such additional entities may be added as Parties to this Agreement by executing a joinder to this Agreement in form and substance acceptable to the Parties.
   
g. Waiver. No failure to exercise, and no delay in exercising, on the part of any Party hereto, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege operate as a waiver of any future right to exercise such right, power or privilege.
   
h. Severability. If any provision of this Agreement should be deemed invalid under or in conflict with the laws of the State of New York, this Agreement shall be deemed amended to comply with the minimum requirements of such laws without affecting the remaining provisions of this Agreement, provided, however, if a Party believes that the voiding of any provision hereof materially affects the whole Agreement, such Party, by written notice, may terminate this Agreement forthwith.
   
i. Choice of Law. This Agreement shall be interpreted under and pursuant to the laws of the State of New York without giving effect to conflicts of law principles.
   
j. Sections and Other Headings. The sections and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
   
k. Confidential Information. All information furnished by any Party shall be treated as confidential and shall not be disclosed to third parties except as required by law.

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l. Indemnification. The Parties agree to hold one another harmless, defend (with counsel reasonably acceptable to the other Parties) and indemnify one another against any claims, judgments, settlements, costs, expenses or other damages, including reasonable attorney fees, which a Party may suffer or incur as the result of any negligent, fraudulent or unauthorized act, or error or omission, of another Party hereunder.
          
m. Safeguarding Customer Information. The Provider shall implement and maintain appropriate measures designed to meet the objectives of Department Regulation No. 173 with respect to safeguarding the Recipient’s customer information and customer information systems. The Provider shall adjust its information security program at the request of the Recipient for any relevant changes dictated by the Recipient’s assessment of risk around its customer information and customer information systems. Confirming evidence that the Provider has satisfied its obligations under this Agreement shall be made available, during normal business hours, for inspection by the Recipient, anyone authorized by the Recipient, and any governmental agency that has regulatory authority over the Recipient’s business activities.
 
n. Arbitration. The Parties acknowledge that the expeditious and equitable settlement of disputes arising hereunder is to their mutual advantage. To that end, the Parties agree to use their best efforts to resolve all differences of opinion and to settle all disputes through joint cooperation and consultation between a senior executive officer of each Party to such dispute. Any dispute, alleged breach, interpretation, challenge or disagreement whatsoever arising out of this Agreement that the Parties are unable to settle within sixty (60) days shall be resolved by final and binding arbitration before a panel of three arbitrators serving under the Commercial Arbitration Rules of the American Arbitration Association, each of whom shall be an officer or former officer of a life insurance company and unaffiliated with any of the Parties to this Agreement or their respective affiliates. The fees of the arbitrators shall be borne by the losing Party; provided, however, that if the complaining Party does not obtain all of the relief it seeks, then the defending Party shall bear that portion of the fees as equals a fraction whose numerator is the value of the award made and whose denominator is the value of the relief sought. Each Party to the dispute shall select one arbitrator and such arbitrators shall jointly select a third arbitrator. The arbitration shall be held in New York, New York, unless another location is mutually agreed upon by the Parties. The majority decision of the arbitrators may, but need not, be entered as a judgment in accordance with the provisions of applicable law. With respect to any such arbitration, the Parties hereto each hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York or any state court located in New York, New York, solely for purposes of compelling arbitration pursuant to this Section or to enforce any interim or final award entered by the arbitrators. If this arbitration provision is for any reason held to be invalid or otherwise inapplicable to any dispute, the Parties hereto agree that any action or proceeding brought with respect to any dispute arising hereunder. or to interpret or clarify any rights or obligations arising hereunder, shall be maintained solely and exclusively in the United States District Court for the Southern District of New York or any state court located in New York, New York.

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o. Contact Person. Each of the Parties shall appoint one or more individuals who shall serve as the Contact Person for the purpose of carrying out the provisions of this Agreement. Each such Contact person shall be authorized to act on behalf of their respective Party or Parties as to the matter pertaining to this Agreement. Effective upon the execution of this Agreement the initial Contact Persons shall be those individuals set forth in Annex A. Each Party shall notify all other appropriate Parties, in writing, as to the name, address and telephone number of any replacement for any such designated Contact Person.
          
p. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the Parties, intending to be bound, have caused this Agreement to be signed this 1st day of January, 2017.

Nassau Reinsurance LLC
 
By:  
     Name: Phil Gass
     Title: Chairman & CEO
 
 
The Phoenix Companies, Inc.
 
By:
     Name: Phil Gass
     Title: CEO
 
 
Phoenix Life Insurance Company
 
By:
     Name: Phil Gass
     Title: CEO

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ANNEX A

SERVICES TO BE PERFORMED

The below services may be performed by the Providers to Phoenix Life Insurance Company:

1. Accounting: including the maintenance of books and records; the filing of required regulatory reports of a financial nature; the preparation of periodic financial reports; the preparation of projections needed for any business purpose; the preparation of, or assistance in the preparation of, business plans; the preparation of, or the assistance in the preparation of, reports or presentations required for any meeting of a business purpose (such as with regulators, rating agencies, potential targets, potential clients, etc.); participation in regulatory examinations, as needed; customer billing; the reconciliation of all bank account statements; check writing; establishment of internal audit controls; arranging for audits by third parties; and any other matter requiring accounting input or assistance. These services will be provided by PNX.
          
2. Actuarial: including the provision of an actuary’s assistance in any matter requiring such expertise; assistance in the development of company plans such as business plans and projections; assistance in financial reporting; assistance in structuring transactions and modeling pricing assumptions; and provision of other actuarial functions such as experience studies, assumption setting, modeling, valuation, product development, pricing, rate setting, as well as regulatory roles such as appointed actuary and illustration actuary. These services will be provided by PNX.
 
3. Data Processing: including system development, modification and correction; mainframe computer functions such as CPU usage, disk storage for data; printing; back-up and recovery of data and disaster recovery; technical support for installation of new releases; and establishing network connections. These services will be provided by PNX.
 
4. Enterprise Risk Management: including providing the functions typically provided by a chief risk officer; risk modeling; asset-liability matching; regulatory filings and risk framework services such as governance, strategy, policies and procedures for risk identification, monitoring, prioritization, measurement and management. These services will be provided by PNX.
 
5. Facilities Management and Mail: including handling the internal pick-up and delivery of all mail and other deliveries transmitted through the United States Postal Service or any private carriers; preparation of materials for mailing; contracting with private carrier for any of the foregoing services; purchasing of office equipment; facilities management; and various miscellaneous office services such as the provision of conference center. These services will be provided by PNX.
 
6. General Management: including all other services routinely provided by the Provider, such as, internal consulting, work flow measurements and productivity measurements through the Human Resources Department or its successor; provision for a business resumption plan; and general business advice and guidance from certain senior executives. These services will be provided by PNX.



7. Human Resources: including assistance in all aspects of human resource management, such as employment; employee relations; career counseling; terminations; equal opportunity; transfers; performance management; organization development; strategic human resource planning; defined benefit; 401(k); flexible benefits (including medical, dental, group life, dependent life and reimbursement accounts); short- and long-term disability design; compliance and administration for both active and retired employees; recordkeeping and establishment; communication and implementation of policies and procedures; compensation consulting and programs for employees and executives. These services will be provided by PNX.
          
8. Information Center: including meeting with users to configure systems they need; setting PC and LAN standards and equipment ordering/receiving; dealing with vendors on pricing of hardware and software and negotiating vendor contracts; PC installation and moves; PC hardware repairs; software support and formal/informal classroom training; consulting on developing applications using “shrink-wrapped” software with PCs and servers; operating the help desk for all PC/server hardware and software problem calls; maintaining central file servers; providing current versions of software on servers; and providing back-up and recovery support for files of central and departmental servers. These services will be provided by PNX.
 
9. Legal: including the provision of assistance in structuring transactions; legal analysis; drafting of legal documents; review of contracts and other legal documents; investment management advice; litigation management and strategy; assistance in or the conduct of negotiations; applicable legal guidelines to follow; the recommendation of (from a legal viewpoint) a preferred course of action; legal compliance; regulatory compliance; corporate governance; government affairs and lobbying efforts; and other form of assistance requiring the training or expertise of an attorney or paralegal. These services will be provided by PNX.
 
10. Marketing/Communications: including the design and implementation of marketing programs to support strategic business goals including digital media; the development and implementation of public relations and name recognition programs including media placements and special events and sponsorships; the design, printing and/or distribution of materials for advertising, regulatory and compliance presentations, awards and incentives; advertising specialties or other reasonable business purposes. These services will be provided by PNX.
 
11. Operations: including, oversight of insurance operations and customer service functions, such as call center, policy administration, claims, new business processing, underwriting, suitability, complaint handling, producer contracting, licensing and appointments, and producer compensation. Those Provider employees responsible for claims processing and underwriting will either be properly licensed or have the requisite experience to perform such functions. To the extent that PLIC issues new business, any underwriting functions and services that are performed for or provided to PLIC by a Provider pursuant to this Agreement, it is understood that (i) the Provider shall perform such services in accordance with underwriting guidelines and procedures established by PLIC from time to time and communicated in writing to the Provider by PLIC, (ii) and PLIC shall retain all final underwriting authority. All final claims decisions will be based upon guidelines and procedures established and approved by PLIC from time to time and communicated in writing to the Provider by PLIC, and PLIC retains final approval authority on all claim payments. Payment of claims shall be made using PLIC checks. In performing claim services for PLIC pursuant to this Agreement the Provider shall obtain and maintain all necessary licenses and permits required in order to comply with applicable laws and regulations, including an Independent Adjuster’s License, if necessary. In providing services with respect to this Agreement, the Provider agrees that any and all personal contact or communication, both oral and written, with PLIC’s policyholders, insureds, beneficiaries and applicants will be done in the name of and on behalf of PLIC. The Provider agrees to use PLIC’s letterhead for all such written communications. The Provider further agrees that if any of its employees who have direct contact with PLIC’s policyholders, insureds, beneficiaries, or applicants perform such services from a location outside the State of New York, the Provider will establish and maintain a toll free telephone number for use by PLIC’s policyholders, insureds, beneficiaries and applicants. These services will be provided by PNX, although some of the described services may be provided through contracts with an independent third party administrator which is properly licensed in New York to provide the services.

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12. Payroll Services: including the issuance of payroll checks or, for all employees electing such service, the arranging of direct deposits; the preparation and maintenance of all records reasonably or statutorily required to support such payments; the effecting of appropriate amounts of withholding for taxes and authorized expenditures for each participating individual; the preparation of and filing of all returns required by any regulatory authority; and compliance with all proper wage executions, and associated collections work. These services will be provided by PNX.
            
13. Project Management: including services relating to program and/or project management and business analysis/requirements. These services will be provided by PNX.
 
14. Purchasing: including the purchasing of equipment, furniture, supplies, building materials and other items required for the operation of the Recipient; the contracting with suppliers for any of the foregoing, as well as for services, such as cleaning, construction, remodeling or architectural or interior design services, and landscaping services; and preparation of requests for bid for any of the foregoing. These services will be provided by PNX.
 
15. Risk Management Services: including obtaining property and liability insurance coverage for Recipient; updating risk location reports for Recipient’s insurance carriers; claim management; reviewing carriers’ billing for accuracy; and assisting the Recipient in obtaining fidelity and other bond coverages as needed. These services will be provided by PNX.

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16. Strategic Planning, Business Development & Executive Leadership & Management: including corporate and operating group strategy development; business development; executive leadership and management; director and officer services; mergers; acquisitions; joint ventures; divestitures and other business combination facilitation; development and execution of accounting, financial, actuarial, risk, legal and tax policies and strategies. These services will be provided by Nassau Re.
          
17. Tax Accounting: including the preparation and maintenance of tax books and records and all supporting documentation therefor; the preparation and filing of all tax reports and returns, as well as the tax-related portion of other reports and returns; development and implementation of appropriate tax plans and postures; analysis of ramifications of product and project proposals from a tax perspective; interfacing with corporate tax counsel on any or all of the above, as well as on the projects upon request, as needed; interfacing with state and federal tax authorities as appropriate, including during the conduct of an audit. These services will be provided by PNX.
 
18. Travel/Convention: including scheduling trips; transportation, room reservations; planning itineraries; and other large meetings. These services will be provided by PNX.
 
19. Treasury: including the establishment and maintenance of banking contracts and the opening, administration and closing of various types of accounts, including general, special, custodial or other accounts, as needed, for general or corporate purposes; the review of all records with respect thereto, including reconciliations; the establishment of borrowing facilities and administration of borrowed funds; the arrangement and execution of fund transfers; the management of cash to maximize the volume of invested funds, subject to needs for liquidity; the establishment and administration of lockbox facilities; and the tracking and investment of retained asset or other accounts. These services will be provided by PNX.
 
20. Special: The Recipient may from time to time request the Provider in writing to perform additional services and the Recipient shall respond in writing, providing an estimate of the cost for such additional services. Thereafter, the Provider shall provide the Recipient with such additional services, if any, as the Parties agreed upon from time to time by a duly executed amendment, subject to the filing requirements of applicable law. These services may be provided by PNX or Nassau as requested by the Recipient.

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The individuals designated below shall be the Contact Person for the specified Party for all purposes of this Agreement:

Party       Contact Person       Address       Telephone Number
Nassau Re Kostas Cheliotis One American Row 860-403-5274
P.O. Box 5056
Hartford, CT 06102-5056
 
PNX Kostas Cheliotis One American Row 860-403-5274
P.O. Box 5056
Hartford, CT 06102-5056
 
PLIC Kostas Cheliotis One American Row 860-403-5274
P.O. Box 5056
Hartford, CT 06102-5056

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One American Row
P.O. Box 5056
Hartford, CT 06102-5056
      860-403-5000
www.nsre.com

OPINION AND CONSENT OF COUNSEL

June 25, 2020

Nassau Life Insurance Company
One American Row
P.O. Box 5056
Hartford, CT 06102-5056

Dear Sir/Madam:

With reference to the registration statement filed by Nassau Life Insurance Company (the “Company”) and First Investors Life Separate Account E (the “Separate Account”) with the Securities and Exchange Commission, file number 811-21742 (the “Registration Statement”), covering individual variable life insurance policies referred to as “Variable Universal Life” and “SPVL Modified Single Premium Variable Life Insurance Policy” (the “Policies”), I have examined such documents and such laws as I considered necessary and appropriate, and on the basis of such examination, it is my opinion that:

1. The Company is duly organized and validly existing under the laws of the State of New York and has been duly authorized to issue individual variable life insurance policies by the State of New York.
2. The Separate Account is a duly authorized and validly existing separate account pursuant to the laws of the State of New York.
3. Assets allocated to the Separate Account will not be chargeable with liabilities arising out of any other business the Company may conduct.
4. The Policies have been duly authorized by the Company and, as contemplated by the Registration Statement,constitute legal, validly issued, and binding obligations of the Company.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Regards,

/s/ Kostas Cheliotis
Kostas Cheliotis
Vice President, General Counsel and
Secretary Nassau Life Insurance Company


Consent of Independent Registered Public Accounting Firm

The Board of Directors
Nassau Life Insurance Company:

We consent to the use of our report dated April 1, 2020, with respect to the financial statements of the sub-accounts listed in the Appendix to our report that comprise First Investors Life Separate Account E as of December 31, 2019, and for each of the years or periods listed in the Appendix of our report, appearing in the Statement of Additional Information, which is part of the Registration Statement, and to the references to our firm as “Experts” under the heading Financial Statements in the Statement of Additional Information.

New York, New York
July 8, 2020


Consent of Independent Registered Public Accounting Firm

The Board of Directors

Nassau Life Insurance Company:

We consent to the use of our report dated April 24, 2020, except as to the supplementary financial statement schedules, which is as of July 8, 2020, and our report dated April 29, 2019, except as to the supplementary financial statement schedules, which is as of July 8, 2020, with respect to the statutory statements of admitted assets, liabilities, capital and surplus of Nassau Life Insurance Company (“the Company”) as of December 31, 2019 and 2018, and as of December 31, 2018 and 2017, the related statutory statements of income and changes in capital and surplus, and cash flows for each of the years in each of the two-year periods ended December 31, 2019 and December 31, 2018, and the related notes and the financial statement schedules (Supplemental Schedule Summary of Investments – Other Than Investments in Related Parties, Supplementary Insurance Information, and Supplementary Schedule – Reinsurance), each included herein in the Statement of Additional Information, which is part of the Registration Statement, and to the references to our firm as “Experts” under the heading Financial Statements in the Statement of Additional Information.

Our report dated April 24, 2020, except as to the supplementary financial statement schedules, which is as of July 8, 2020, and our report dated April 29, 2019, except as to the supplementary financial statement schedules, which is as of July 8, 2020, each include explanatory language that states that the Company prepared the financial statements using statutory accounting practices prescribed or permitted by the New York State Department of Financial Services (“statutory accounting practices”), which is a basis of accounting other than U.S. generally accepted accounting principles. Accordingly, our reports state that the Company’s financial statements do not present fairly, in accordance with U.S. generally accepted accounting principles, the financial position of the Company as of December 31, 2019 and 2018, and as of December 31, 2018 and 2017, or the results of its operations or its cash flows for each of the years in each of the two-year periods ended December 31, 2019 and December 31, 2018.

(Signed) KPMG LLP

Hartford, Connecticut

July 8, 2020


POWER OF ATTORNEY

I, Leanne M. Bell, Director of Nassau Life Insurance Company, do hereby appoint (1) Kostas Cheliotis, Vice President, General Counsel and Secretary of Nassau Life Insurance Company; (2) Sam Caligiuri, Vice President and Assistant Secretary of Nassau Life Insurance Company; and (3) William Moorcroft, Chief Compliance Officer and Anti-Money Laundering Officer my true and lawful attorney-in-fact, for me and in my name, place and stead, to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the registration statements, and any and all amendments thereto, filed by Nassau Life Insurance Company and/or a separate account thereof, under the Securities Act of 1933 and/or the Investment Company Act of 1940 (“1940 Act”), as amended, in connection with the registration of the variable insurance contracts listed below, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes I might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof.

Product Name Separate Account Name 1940 Act
File Number
Individual Variable Annuity Contracts First Investors Life Variable Annuity Fund A 811-02982
The Insured Series Policy First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
ISP Choice (ISPC-15 and ISPC-WL) First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
ISP Choice (ISPC-10, ISPC-20, ISPC-65, ISPC-Whole Life, ISP10 Express) First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
First Choice First Investors Life Variable Annuity Fund C 811-06130
The Tax Tamer I First Investors Life Variable Annuity Fund C 811-06130
First Choice Bonus Annuity First Investors Life Variable Annuity Fund D 811-08205
The Tax Tamer II First Investors Life Variable Annuity Fund D 811-08205
Variable Universal Life First Investors Life Separate Account E 811-21742
SPVL Modified Single Premium Variable Life Insurance Policy First Investors Life Separate Account E 811-21742

IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of June, 2020.

/s/ Leanne M. Bell
Name: Leanne M. Bell
Title: Director


POWER OF ATTORNEY

I, Phillip J. Gass, President and Chief Executive Officer of Nassau Life Insurance Company, do hereby appoint (1) Kostas Cheliotis, Vice President, General Counsel and Secretary of Nassau Life Insurance Company; (2) Sam Caligiuri, Vice President and Assistant Secretary of Nassau Life Insurance Company; and (3) William Moorcroft, Chief Compliance Officer and Anti-Money Laundering Officer my true and lawful attorney-in-fact, for me and in my name, place and stead, to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the registration statements, and any and all amendments thereto, filed by Nassau Life Insurance Company and/or a separate account thereof, under the Securities Act of 1933 and/or the Investment Company Act of 1940 (“1940 Act”), as amended, in connection with the registration of the variable insurance contracts listed below, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes I might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof.

Product Name Separate Account Name 1940 Act
File Number
Individual Variable Annuity Contracts First Investors Life Variable Annuity Fund A 811-02982
The Insured Series Policy First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
ISP Choice (ISPC-15 and ISPC-WL) First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
ISP Choice (ISPC-10, ISPC-20, ISPC-65, ISPC-Whole Life, ISP10 Express) First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
First Choice First Investors Life Variable Annuity Fund C 811-06130
The Tax Tamer I First Investors Life Variable Annuity Fund C 811-06130
First Choice Bonus Annuity First Investors Life Variable Annuity Fund D 811-08205
The Tax Tamer II First Investors Life Variable Annuity Fund D 811-08205
Variable Universal Life First Investors Life Separate Account E 811-21742
SPVL Modified Single Premium Variable Life Insurance Policy First Investors Life Separate Account E 811-21742

IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of June, 2020.

/s/ Phillip J. Gass
Name: Phillip J. Gass
Title: President and Chief Executive Officer


POWER OF ATTORNEY

I, Kevin J. Gregson, Director of Nassau Life Insurance Company, do hereby appoint (1) Kostas Cheliotis, Vice President, General Counsel and Secretary of Nassau Life Insurance Company; (2) Sam Caligiuri, Vice President and Assistant Secretary of Nassau Life Insurance Company; and (3) William Moorcroft, Chief Compliance Officer and Anti-Money Laundering Officer my true and lawful attorney-in-fact, for me and in my name, place and stead, to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the registration statements, and any and all amendments thereto, filed by Nassau Life Insurance Company and/or a separate account thereof, under the Securities Act of 1933 and/or the Investment Company Act of 1940 (“1940 Act”), as amended, in connection with the registration of the variable insurance contracts listed below, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes I might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof.

Product Name Separate Account Name 1940 Act
File Number
Individual Variable Annuity Contracts First Investors Life Variable Annuity Fund A 811-02982
The Insured Series Policy First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
ISP Choice (ISPC-15 and ISPC-WL) First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
ISP Choice (ISPC-10, ISPC-20, ISPC-65, ISPC-Whole Life, ISP10 Express) First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
First Choice First Investors Life Variable Annuity Fund C 811-06130
The Tax Tamer I First Investors Life Variable Annuity Fund C 811-06130
First Choice Bonus Annuity First Investors Life Variable Annuity Fund D 811-08205
The Tax Tamer II First Investors Life Variable Annuity Fund D 811-08205
Variable Universal Life First Investors Life Separate Account E 811-21742
SPVL Modified Single Premium Variable Life Insurance Policy First Investors Life Separate Account E 811-21742

IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of June, 2020.

/s/ Kevin J. Gregson
Name: Kevin J. Gregson
Title: Director


POWER OF ATTORNEY

I, Michael L. Kalen, Director of Nassau Life Insurance Company, do hereby appoint (1) Kostas Cheliotis, Vice President, General Counsel and Secretary of Nassau Life Insurance Company; (2) Sam Caligiuri, Vice President and Assistant Secretary of Nassau Life Insurance Company; and (3) William Moorcroft, Chief Compliance Officer and Anti-Money Laundering Officer my true and lawful attorney-in-fact, for me and in my name, place and stead, to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the registration statements, and any and all amendments thereto, filed by Nassau Life Insurance Company and/or a separate account thereof, under the Securities Act of 1933 and/or the Investment Company Act of 1940 (“1940 Act”), as amended, in connection with the registration of the variable insurance contracts listed below, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes I might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof.

Product Name Separate Account Name 1940 Act
File Number
Individual Variable Annuity Contracts First Investors Life Variable Annuity Fund A 811-02982
The Insured Series Policy First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
ISP Choice (ISPC-15 and ISPC-WL) First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
ISP Choice (ISPC-10, ISPC-20, ISPC-65, ISPC-Whole Life, ISP10 Express) First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
First Choice First Investors Life Variable Annuity Fund C 811-06130
The Tax Tamer I First Investors Life Variable Annuity Fund C 811-06130
First Choice Bonus Annuity First Investors Life Variable Annuity Fund D 811-08205
The Tax Tamer II First Investors Life Variable Annuity Fund D 811-08205
Variable Universal Life First Investors Life Separate Account E 811-21742
SPVL Modified Single Premium Variable Life Insurance Policy First Investors Life Separate Account E 811-21742

IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of June, 2020.

/s/ Michael L. Kalen
Name: Michael L. Kalen
Title: Director


POWER OF ATTORNEY

I, Leland C. Launer, Jr., Director of Nassau Life Insurance Company, do hereby appoint (1) Kostas Cheliotis, Vice President, General Counsel and Secretary of Nassau Life Insurance Company; (2) Sam Caligiuri, Vice President and Assistant Secretary of Nassau Life Insurance Company; and (3) William Moorcroft, Chief Compliance Officer and Anti-Money Laundering Officer my true and lawful attorney-in-fact, for me and in my name, place and stead, to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the registration statements, and any and all amendments thereto, filed by Nassau Life Insurance Company and/or a separate account thereof, under the Securities Act of 1933 and/or the Investment Company Act of 1940 (“1940 Act”), as amended, in connection with the registration of the variable insurance contracts listed below, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes I might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof.

Product Name Separate Account Name 1940 Act
File Number
Individual Variable Annuity Contracts First Investors Life Variable Annuity Fund A 811-02982
The Insured Series Policy First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
ISP Choice (ISPC-15 and ISPC-WL) First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
ISP Choice (ISPC-10, ISPC-20, ISPC-65, ISPC-Whole Life, ISP10 Express) First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
First Choice First Investors Life Variable Annuity Fund C 811-06130
The Tax Tamer I First Investors Life Variable Annuity Fund C 811-06130
First Choice Bonus Annuity First Investors Life Variable Annuity Fund D 811-08205
The Tax Tamer II First Investors Life Variable Annuity Fund D 811-08205
Variable Universal Life First Investors Life Separate Account E 811-21742
SPVL Modified Single Premium Variable Life Insurance Policy First Investors Life Separate Account E 811-21742

IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of June, 2020.

/s/ Leland C. Launer, Jr.
Name: Leland C. Launer, Jr.
Title: Director


POWER OF ATTORNEY

I, David Monroe, Vice President and Chief Accounting Officer of Nassau Life Insurance Company, do hereby appoint (1) Kostas Cheliotis, Vice President, General Counsel and Secretary of Nassau Life Insurance Company; (2) Sam Caligiuri, Vice President and Assistant Secretary of Nassau Life Insurance Company; and (3) William Moorcroft, Chief Compliance Officer and Anti-Money Laundering Officer my true and lawful attorney-in-fact, for me and in my name, place and stead, to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the registration statements, and any and all amendments thereto, filed by Nassau Life Insurance Company and/or a separate account thereof, under the Securities Act of 1933 and/or the Investment Company Act of 1940 (“1940 Act”), as amended, in connection with the registration of the variable insurance contracts listed below, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes I might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof.

Product Name Separate Account Name 1940 Act
File Number
Individual Variable Annuity Contracts First Investors Life Variable Annuity Fund A 811-02982
The Insured Series Policy First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
ISP Choice (ISPC-15 and ISPC-WL) First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
ISP Choice (ISPC-10, ISPC-20, ISPC-65, ISPC-Whole Life, ISP10 Express) First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
First Choice First Investors Life Variable Annuity Fund C 811-06130
The Tax Tamer I First Investors Life Variable Annuity Fund C 811-06130
First Choice Bonus Annuity First Investors Life Variable Annuity Fund D 811-08205
The Tax Tamer II First Investors Life Variable Annuity Fund D 811-08205
Variable Universal Life First Investors Life Separate Account E 811-21742
SPVL Modified Single Premium Variable Life Insurance Policy First Investors Life Separate Account E 811-21742

IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of June, 2020.

/s/ David Monroe
Name: David Monroe
Title: Vice President and Chief Accounting Officer


POWER OF ATTORNEY

I, Thomas A. Williams, Vice President, Chief Financial Officer and Treasurer of Nassau Life Insurance Company, do hereby appoint (1) Kostas Cheliotis, Vice President, General Counsel and Secretary of Nassau Life Insurance Company; (2) Sam Caligiuri, Vice President and Assistant Secretary of Nassau Life Insurance Company; and (3) William Moorcroft, Chief Compliance Officer and Anti-Money Laundering Officer my true and lawful attorney-in-fact, for me and in my name, place and stead, to execute and file any instrument or document to be filed as part of or in connection with or in any way related to the registration statements, and any and all amendments thereto, filed by Nassau Life Insurance Company and/or a separate account thereof, under the Securities Act of 1933 and/or the Investment Company Act of 1940 (“1940 Act”), as amended, in connection with the registration of the variable insurance contracts listed below, and to have full power and authority to do or cause to be done in my name, place and stead each and every act and thing necessary or appropriate in order to effectuate the same, as fully to all intents and purposes I might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof.

Product Name Separate Account Name 1940 Act
File Number
Individual Variable Annuity Contracts First Investors Life Variable Annuity Fund A 811-02982
The Insured Series Policy First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
ISP Choice (ISPC-15 and ISPC-WL) First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
ISP Choice (ISPC-10, ISPC-20, ISPC-65, ISPC-Whole Life, ISP10 Express) First Investors Life Level Premium Variable Life Insurance Separate Account B 811-04328
First Choice First Investors Life Variable Annuity Fund C 811-06130
The Tax Tamer I First Investors Life Variable Annuity Fund C 811-06130
First Choice Bonus Annuity First Investors Life Variable Annuity Fund D 811-08205
The Tax Tamer II First Investors Life Variable Annuity Fund D 811-08205
Variable Universal Life First Investors Life Separate Account E 811-21742
SPVL Modified Single Premium Variable Life Insurance Policy First Investors Life Separate Account E 811-21742

IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of June, 2020.

/s/ Thomas A. Williams
Name: Thomas A. Williams
Title: Vice President, Chief Financial Officer and Treasurer