As filed with the Securities and Exchange Commission on
File No. 333-238855
File No. 811-8537
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒
PRE-EFFECTIVE AMENDMENT NO. ☐
POST-EFFECTIVE AMENDMENT NO. 4 ☒
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ☒
Amendment No. 63 ☒
Protective Life
(Exact Name of Registrant)
Protective Life and Annuity Insurance Company
(Name of Depositor)
2801 Highway 280 South
Birmingham, Alabama 35223
(Address of Depositor’s Principal Executive Offices)
(205) 268-1000
(Depositor’s Telephone Number, including Area Code)
BRANDON J. CAGE, Esquire
Protective Life and Annuity Insurance Company
2801 Highway 280 South
Birmingham, Alabama, 35223
(Name and Address of Agent for Services)
Copy to:
STEPHEN E. ROTH, Esquire
THOMAS E. BISSET, Esquire
Eversheds Sutherland (US) LLP
700 Sixth Street, NW, Suite 700
Washington, D.C. 20001-3980
Title of Securities Being Registered: Interests in a separate
account issued through variable annuity contracts.
Age of (Younger) Covered Person on the Benefit Election Date
|
(One Covered Person) Withdrawal Percentage (as a percentage of the
Benefit Base)
|
(Two Covered Persons) Withdrawal Percentage (as a percentage of the
Benefit Base)
|
60
|
4.55%
|
4.05%
|
61
|
4.65%
|
4.15%
|
62
|
4.70%
|
4.20%
|
63
|
4.80%
|
4.30%
|
64
|
4.85%
|
4.35%
|
65
|
4.95%
|
4.45%
|
66
|
5.05%
|
4.55%
|
67
|
5.10%
|
4.60%
|
68
|
5.20%
|
4.70%
|
69
|
5.30%
|
4.80%
|
70
|
5.40%
|
4.90%
|
71
|
5.55%
|
5.05%
|
72
|
5.65%
|
5.15%
|
73
|
5.75%
|
5.25%
|
74
|
5.90%
|
5.40%
|
75
|
6.05%
|
5.55%
|
76
|
6.20%
|
5.70%
|
77
|
6.35%
|
5.85%
|
78
|
6.50%
|
6.00%
|
79
|
6.65%
|
6.15%
|
80
|
6.85%
|
6.35%
|
81
|
6.99%
|
6.49%
|
82
|
7.13%
|
6.63%
|
83
|
7.26%
|
6.76%
|
84
|
7.40%
|
6.90%
|
85
|
7.54%
|
7.04%
|
86
|
7.69%
|
7.19%
|
87
|
7.85%
|
7.35%
|
88
|
7.99%
|
7.49%
|
89
|
8.14%
|
7.64%
|
90
|
8.45%
|
7.95%
|
91
|
8.62%
|
8.12%
|
92
|
8.80%
|
8.30%
|
93
|
8.95%
|
8.45%
|
94
|
9.12%
|
8.62%
|
95+
|
9.64%
|
9.14%
|
|
Protective® Investors Benefit Advisory Variable Annuity NY
|
| |
Protective Life and Annuity Insurance Company
Variable Annuity Account A of Protective Life P.O. Box 10648 Birmingham, Alabama 35202‑0648 Telephone: 1‑800‑456‑6330 www.protective.com |
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| FEES AND EXPENSES | | |||
| The Contract does not include charges for early withdrawal. | | |||
| Transaction Charges | You may be charged $ For additional information about transaction charges, see “FEE TABLE - Transaction Expenses” and “CHARGES AND DEDUCTIONS” in the Prospectus. | | ||
| Ongoing Fees and Expenses (annual charges) |
| Annual Fee | | | Minimum | | | Maximum | |
| Base contract (1) | | | | | | | |
| Investment options (Fund fees and expenses) (2) | | | | | | | |
| Optional benefits available for an additional charge | | | | | | | |
| Return of Purchase Payments Death Benefit Fee (3) | | | | | | | |
| SecurePay Pro rider (4) | | | | | | | |
| At Contract Purchase | | | | | | | |
| Later under RightTime Option | | | | | | | |
| Lowest Annual Cost: $ | | | Highest Annual Cost: $ | |
| Assumes: | | | Assumes: | |
| • Investment of $100,000 • 5% annual appreciation • Least expensive combination of Fund fees and expenses • No optional benefits • No additional Purchase Payments, transfers or withdrawals • No Advisory Fees | | | • Investment of $100,000 • 5% annual appreciation • Most expensive combination of optional benefits and Fund fees and expenses • No additional Purchase Payments, transfers, or withdrawals • No Advisory Fees | |
| For additional information about annual charges, see “FEE TABLE” and “CHARGES AND DEDUCTIONS” in the Prospectus. | |
| RISKS | | |||
| Risk of Loss | You can lose money by investing in this Contract, including loss of principal. For additional information about the risk of loss, see “PRINCIPAL RISKS OF INVESTING IN THE CONTRACT” in the Prospectus. | |
| RISKS | | |||
| Not a Short-Term Investment | This Contract is not a short-term investment and is not appropriate for an investor who needs ready access to cash. Although you are permitted to take withdrawals or surrender the Contract, federal and state income taxes may apply. Withdrawals will reduce your Contract Value and death benefit. If you elect to pay Advisory Fees from your Contract Value, this deduction will reduce the death benefits and other guaranteed benefits. The benefits of tax deferral and living benefit protections also mean the Contract is less beneficial to investors with a short time horizon. For additional information about the investment profile of the Contract, see “PRINCIPAL RISKS OF INVESTING IN THE CONTRACT,” “CHARGES AND DEDUCTIONS,” ”FEDERAL TAX MATTERS,” “ADVISORY FEES PAID FROM YOUR CONTRACT VALUE,” and “TAXATION OF ANNUITIES IN GENERAL” in the Prospectus. | | ||
| Risks Associated with Investment Options | An investment in this Contract is subject to the risk of poor investment performance and can vary depending on the performance of the Investment Options available under the Contract. Each Investment Option (including the Guaranteed Account) has its own unique risks. You should review the prospectuses for the available Funds and consult with your financial professional before making an investment decision. For additional information about the risks associated with Investment Options, see “PRINCIPAL RISKS OF INVESTING IN THE CONTRACT” in the Prospectus. | | ||
| Insurance Company Risks | An investment in the Contract is subject to the risks related to the Company. Any obligations (including under the Guaranteed Account), guarantees, or benefits under the Contract are subject to the claims-paying ability of the Company. More information about the Company, including its financial strength ratings, is available upon request at no charge by calling us at 1-800-456-6330 or writing us at the address shown on the cover page. For additional information about Company risks, see “PRINCIPAL RISKS OF INVESTING IN THE CONTRACT,” and “THE COMPANY, VARIABLE ACCOUNT AND FUNDS” in the Prospectus. | |
| RESTRICTIONS | | |||
| Investments | Currently, there is no charge when you transfer Contract Value among Investment Options. However, we reserve the right to charge $ We reserve the right to remove or substitute Funds as Investment Options that are available under the Contract. We also reserve the right to restrict the allocation of additional Purchase Payments and/or transfers of Contract Value to a Fund if we determine the Fund no longer meets one or more of our Fund selection criteria and/or if a Fund has not attracted significant contract owner assets. For additional information about Investment Options, see “CHARGES AND DEDUCTIONS – Transfer Fee” and “THE COMPANY, VARIABLE ACCOUNT AND FUNDS – Selection of Funds – Addition, Deletion or Substitutions of Investments” in the Prospectus. | |
| RESTRICTIONS | | |||
| Optional Benefits | If you select a Protected Lifetime Income Benefit rider: • The Investment Options available to you under the Contract will be limited. • You may not make additional Purchase Payments two years or more after the Rider Issue Date or on or after the Benefit Election Date, whichever comes first. • Withdrawals from Contract Value that exceed the annual withdrawal amount under the rider may significantly reduce or eliminate the rider benefits. • We may stop offering an optional benefit rider at any time. • If you elect to pay Advisory Fees from your Contract Value, this deduction will reduce the death benefits and other guaranteed benefits. If you purchased an optional death benefit, withdrawals may also reduce the benefit by an amount greater than the value withdrawn. For additional information about the optional benefits, see "PROTECTED LIFETIME INCOME BENEFITS" and “ADVISORY FEES PAID FROM YOUR CONTRACT VALUE” and “DEATH BENEFIT - Selecting A Death Benefit” in the Prospectus. | |
| TAXES | | |||
| Tax Implications | You should consult with a qualified tax advisor regarding the federal tax implications of an investment in, payments received under, and other transactions in connection with this Contract. If you purchase the Contract through a tax-qualified plan or individual retirement arrangement (IRA), you do not get any additional tax deferral. Generally, all earnings on the investments underlying the Contract are tax-deferred until distributed or deemed distributed. A distribution from a non-Qualified Contract, which includes a surrender, withdrawal, payment of a death benefit, or annuity income payments, will generally result in taxable income if there has been an increase in the Contract Value. In the case of a Qualified Contract, a distribution generally will result in taxable income even if there has not been an increase in the Contract Value. In certain circumstances, a 10% additional tax may also apply if the Owner takes a withdrawal before age 59½. All amounts includable in income with respect to the Contract are taxed as ordinary income; no amounts are taxed at the special lower rates applicable to long term capital gains and corporate dividends. If you elect to have Advisory Fees paid out of your Contract Value, this deduction may be subject to federal and state income taxes and a 10% federal additional tax if you are younger than age 59 1/2. For additional information about tax implications, see “FEDERAL TAX MATTERS” and “TAXATION OF ANNUITIES IN GENERAL” in the Prospectus. | |
| CONFLICTS OF INTEREST | | |||
| Investment professional compensation | Some investment professionals may receive compensation for promoting and selling this Contract to you in the form of marketing allowances, cash, and other compensation. These investment professionals may have a financial incentive to offer or recommend the Contract over another investment. For additional information about compensation, see “DISTRIBUTION OF THE CONTRACTS” in the Prospectus. | | ||
| Exchanges | Some investment professionals may have a financial incentive to offer you a new contract in place of the contract you already own. You should only exchange your current contract if you determine, after comparing the features, fees, and risks of both contracts, that it is better for you to purchase the new contract rather than continue to own your existing contract. For additional information about exchanges, see “TAXATION OF ANNUITIES IN GENERAL – Exchanges of Annuity Contracts” in the Prospectus. | |
| Transfer Fee (1) | | | $ | |
| Administrative Expenses(1) | | | $ | |
| Base Contract Expenses (as a percentage of average Variable Account value) (2) | | | | |
| Return of Purchase Payments Death Benefit Fee (as an annualized percentage of the death benefit, beginning on the 1st Monthly Anniversary Date) | | | | |
| | | Maximum | | | Current | | |||
Purchase of SecurePay Pro rider at Contract Purchase | | | | | | | | | ||
Purchase of SecurePay Pro rider under RightTime | | | | | | | | |
| | | Minimum | | | Maximum | | ||||||
Annual Fund Expenses before any waivers or expense reimbursements (expenses that are deducted from Fund assets, including management fees, distribution and/or service (12b-1) fees, and other expenses) | | | | | | | | | | | | ||
Annual Fund Expenses after any waivers or expense reimbursements (1) | | | | | | | | | | | |
| | | 1 year | | | 3 years | | | 5 years | | | 10 years | | ||||||||||||
Maximum Fund Expense | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
Minimum Fund Expense | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | 1 year | | | 3 years | | | 5 years | | | 10 years | | ||||||||||||
Maximum Fund Expense | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
Minimum Fund Expense | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | 1 year | | | 3 years | | | 5 years | | | 10 years | | ||||||||||||
Maximum Fund Expense | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
Minimum Fund Expense | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
Fund
|
| |
Maximum
12b-1 fee |
| |||
Paid to us: | | | | | | | |
AB Variable Products Series Fund, Inc.
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| | |
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0.25%
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| |
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
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| | |
|
0.25%
|
| |
American Funds Insurance Series
|
| | |
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0.25%
|
| |
BlackRock Variable Series Funds, Inc.
|
| | |
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0.25%
|
| |
Clayton Street Trust
|
| | |
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0.25%
|
| |
Columbia Funds Variable Insurance Trust
|
| | |
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0.25%
|
| |
Fidelity Variable Insurance Products
|
| | |
|
0.25%
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| |
Franklin Templeton Variable Insurance Products Trust
|
| | |
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0.25%
|
| |
Goldman Sachs Variable Insurance Trust
|
| | |
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0.25%
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| |
Legg Mason Partners Variable Equity Trust
|
| | |
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0.25%
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| |
PIMCO Variable Insurance Trust
|
| | |
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0.25%
|
| |
Royce Capital Fund
|
| | |
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0.25%
|
| |
T. Rowe Price Equity Series, Inc.
|
| | |
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0.25%
|
| |
| Name of Benefit | | | Purpose | | | Is Benefit Standard or Optional? | | | Maximum Fee | | | Brief Description of Restrictions/Limitations | |
| | | | | | | | | | • If Advisory Fees are paid from Contract Value, the ongoing deductions will reduce the Contract Value and therefore the Death Benefit. | | |||
| | | | Equal to the greatest of: 1. the Contract Value, or 2. the aggregate Purchase Payments less an adjustment for each withdrawal (adjustment for each withdrawal is the amount that reduces the Return of Purchase Payments Death Benefit at the time of the withdrawal in the same proportion that the amount withdrawn reduces the Contract Value.) | | | | | | | • Death Benefit will never be more than the Contract Value plus $1,000,000. • If Advisory Fees are paid from Contract Value, the ongoing deductions will reduce the Contract Value and therefore the Death Benefit. • Withdrawals can reduce the Death Benefit by more than the amount withdrawn. | |
| Name of Benefit | | | Purpose | | | Maximum Fee | | | Current Fee | | | Brief Description of Restrictions/Limitations | |
| | | | | | | | | | | | • Benefit limits available Investment Options • No Purchase Payments two years or more after Rider Issue Date or on or after Benefit Election Date, whichever comes first • Withdrawals will reduce the Benefit Base and available SecurePay withdrawals • Excess Withdrawals may significantly reduce or eliminate value of benefit • Available to Contract Owners age 60 to 85. • Advisory Fee deductions will reduce the Contract Value and therefore may limit the potential for increasing the rider’s Annual Withdrawal Amount and Benefit Base through higher Contract Values on Contract Anniversaries. | |
| | | |
Single Life Coverage
|
| |
Joint Life Coverage
|
|
| Single Owner/Non-spouse Beneficiary | | | Covered Person is the Owner. SecurePay rider expires upon death of Covered Person following the Benefit Election Date. | | | Not applicable. | |
| Single Owner/Spouse Beneficiary | | | Covered Person is the Owner. SecurePay rider expires upon death of Covered Person following the Benefit Election Date. Upon death of Covered Person following the Benefit Election Date, the surviving spouse may purchase a new SecurePay rider if he or she continues the Contract under the spousal continuation provisions and certain conditions are met. (See, “Continuation of the Contract by a Surviving Spouse.”) | | | Both are Covered Persons. SecurePay rider expires upon death of last surviving Covered Person following the Benefit Election Date. | |
| Joint Owner/Non-spouse 2nd Owner | | | Covered Person is older Owner. SecurePay rider expires upon death of Covered Person following the Benefit Election Date. | | | Not applicable. | |
| Joint Owner/ Spouse 2nd Owner | | | Covered Person is older Owner. SecurePay rider expires upon death of Covered Person following the Benefit Election Date. Upon death of older Owner, the surviving spouse may purchase a new SecurePay rider if he or she continues the Contract under the spousal continuation provisions and certain conditions are met. (See, “Continuation of the Contract by a Surviving Spouse.”) | | | Both are Covered Persons. SecurePay rider expires upon death of last surviving Covered Person following the Benefit Election Date. | |
| Name of Benefit | | | Purpose | | | Maximum Fee | | | Brief Description of Restrictions/Limitations | |
| | | | | | | | | • If you select the SecurePay rider, your allocations must comply with our Allocation Guidelines and Restrictions. | | |
| | | | | | | | | • If you select the SecurePay rider, your allocations must comply with our Allocation Guidelines and Restrictions. | | |
| | | | | | | | | • If you select the SecurePay rider, the AWP will reduce Benefit Base and available SecurePay withdrawals. • Income taxes, including a 10% additional tax if you are younger than age 59½, may apply. | |
If you were born...
|
| |
Your “applicable age” is....
|
| |||
Before July 1, 1949
|
| | | | 70½ | | |
After June 30, 1949 and before 1951
|
| | | | 72 | | |
After 1950 and before 1960 (1)
|
| | | | 73 (1) | | |
After 1958 (1)
|
| | | | 75 (1) | | |
Fiscal Year Ended
|
| |
Amount Paid to IDI
|
| |||
December 31, 2021
|
| | | $ | 196,305 | | |
December 31, 2022
|
| | | $ | 964,298 | | |
December 31, 2023
|
| | | $ | 722,408 | | |
| | Asset Allocation Type | | | | Portfolio Company - Investment Adviser; Sub- Adviser(s), as applicable | | | | Current Expenses | | | | Average Annual Total Returns (as of 12/31/2023) | | | | SecurePay Pro Rider Allocation Investment Category(2) | | | ||||||||
| 1 Year | | | | 5 Year | | | | 10 Year | | | |||||||||||||||||
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | - | | | | | | | | 1 | | |
| | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | International Equity | | | | Fund ‑ Class 4 | | | | | | | | | | | | | | | | | | | | 4 | | |
| | International Equity | | | | Fund® ‑ Class 4 | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Asset Allocation Type | | | | Portfolio Company - Investment Adviser; Sub- Adviser(s), as applicable | | | | Current Expenses | | | | Average Annual Total Returns (as of 12/31/2023) | | | | SecurePay Pro Rider Allocation Investment Category(2) | | | ||||||||
| 1 Year | | | | 5 Year | | | | 10 Year | | | |||||||||||||||||
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Taxable Bond | | | | Fund ‑ Class 2 | | | | | | | | | | | | | | | | | | | | 1 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | U.S. Equity | | | | Class | | | | | | | | | | | | | | | | | | | | 3 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Allocation | | | | Class 2 | | | | | | | | | | | | | | | | | | | | 2 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | Asset Allocation Type | | | | Portfolio Company - Investment Adviser; Sub- Adviser(s), as applicable | | | | Current Expenses | | | | Average Annual Total Returns (as of 12/31/2023) | | | | SecurePay Pro Rider Allocation Investment Category(2) | | | ||||||||
| 1 Year | | | | 5 Year | | | | 10 Year | | | |||||||||||||||||
| | Sector Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | Sector Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | Sector Equity | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | Allocation | | | | Class 2 | | | | | | | | | | | | | | | | | | | | 2 | | |
| | Sector Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Sector Equity | | | | | | | | | | | | - | | | | | | | | | | | | 3 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | Asset Allocation Type | | | | Portfolio Company - Investment Adviser; Sub- Adviser(s), as applicable | | | | Current Expenses | | | | Average Annual Total Returns (as of 12/31/2023) | | | | SecurePay Pro Rider Allocation Investment Category(2) | | | ||||||||
| 1 Year | | | | 5 Year | | | | 10 Year | | | |||||||||||||||||
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Alternative | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | Allocation | | | | Series II | | | | | | | | | | | | | | | | | | | | 2 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | 2 | | | |
| | International Equity | | | | Series II | | | | | | | | | | | | | | | | | | | | 3 | | |
| | International Equity | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
| | Sector Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | 1 | | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Money Market | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | International Equity | | | | Portfolio ‑ Service Shares | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Sector Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Asset Allocation Type | | | | Portfolio Company - Investment Adviser; Sub- Adviser(s), as applicable | | | | Current Expenses | | | | Average Annual Total Returns (as of 12/31/2023) | | | | SecurePay Pro Rider Allocation Investment Category(2) | | | ||||||||
| 1 Year | | | | 5 Year | | | | 10 Year | | | |||||||||||||||||
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | U.S. Equity | | | | Class II | | | | | | | | | | | | | | | | | | | | 4 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | Foreign Large Blend | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Global Real Estate | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Mid-Cap Value | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Mid-Cap Growth | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | Sector Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | International Equity | | | | Class II | | | | | | | | | | | | | | | | | | | | 2 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | Commodities | | | | | | | | | | | | - | | | | | | | | - | | | | 4 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | 2 | | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | 2 | | | |
| | Taxable Bond | | | | | | | | | | | | | | | | - | | | | | | | | 2 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | 1 | | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | Asset Allocation Type | | | | Portfolio Company - Investment Adviser; Sub- Adviser(s), as applicable | | | | Current Expenses | | | | Average Annual Total Returns (as of 12/31/2023) | | | | SecurePay Pro Rider Allocation Investment Category(2) | | | ||||||||
| 1 Year | | | | 5 Year | | | | 10 Year | | | |||||||||||||||||
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | 1 | | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | 1 | | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | Sector Equity | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | 2 | | | |
| | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | - | | | | - | | | | 2 | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | 2 | | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | 2 | | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | 2 | | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | 2 | | | |
| | International Equity | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | Allocation | | | | | | | | | | | | | | | | | | | | | | | 2 | | | |
| | Money Market | | | | | | | | | | | | | | | | | | | | | | | 1 | | | |
| | Sector Equity | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | 1 | | | |
| | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
|
Investment Category
|
| |
Minimum Allocation
|
| |
Maximum Allocation
|
| |||||||||
| | | 1 | | | | | | 40% | | | | | | 100% | | |
| | | 2 | | | | | | 0% | | | | | | 60% | | |
| | | 3 | | | | | | 0% | | | | | | 25% | | |
| | | 4 | | | |
Not Permitted
|
| |
Not Permitted
|
|
|
Transaction
Date |
| |
Transaction
Type |
| |
Hypothetical
Contract Value Before Transaction |
| |
Purchase
Payments |
| |
Net
Withdrawals |
| |
Advisory
Fee |
| |
Hypothetical
Contract Value |
| |
Benefit
Base |
| |
Adjusted
Withdrawal Amount |
| |
Return of
Purchase Payments Death Benefit |
| ||||||||||||||||||||||||
|
1/1/20
|
| |
Contract Issue
|
| | | | N/A | | | | | | 100,000 (A) | | | | | | N/A | | | | | | — | | | | | | 100,000 | | | | | | 100,000 | | | | | | — | | | | | | 100,000 | | |
|
1/1/21
|
| |
Anniversary
|
| | | | 120,000 (B) | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,000 | | | | | | 120,000 | | | | | | — | | | | | | 120,000 | | |
|
5/15/21
|
| |
Purchase
Payment |
| | | | 130,000 | | | | | | 80,000 (C) | | | | | | — | | | | | | — | | | | | | 210,000 (D) | | | | | | 210,000 | | | | | | — | | | | | | 210,000 | | |
|
1/1/22
|
| |
Anniversary
|
| | | | 202,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 202,000 | | | | | | 210,000 | | | | | | — | | | | | | 202,000 | | |
|
4/1/22
|
| |
Withdrawal
|
| | | | 208,000 | | | | | | — | | | | | | 25,000 (E) | | | | | | — | | | | | | 183,000 (F) | | | | | | 184,760 | | | | | | 21,635 (G) | | | | | | 183,000 (H) | | |
|
1/1/23
|
| |
Anniversary
|
| | | | 190,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 190,000 | | | | | | 190,000 | | | | | | — | | | | | | 190,000 | | |
|
1/1/24
|
| |
Anniversary
|
| | | | 180,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 180,000 | | | | | | 190,000 | | | | | | — | | | | | | 180,000 | | |
|
11/30/24
|
| |
SecurePay WD
|
| | | | 175,000 | | | | | | — | | | | | | 9,500 (I) | | | | | | — (I) | | | | | | 165,500 | | | | | | 190,000 | | | | | | 8,597 (J) | | | | | | 165,500 (K) | | |
|
1/1/25
|
| |
SecurePay WD
|
| | | | 165,000 | | | | | | | | | | | | 9,500 (L) | | | | | | — | | | | | | 155,500 | | | | | | 190,000 | | | | | | 8,623 | | | | | | 155,500 | | |
|
3/31/25
|
| |
Excess
Withdrawal |
| | | | 158,000 | | | | | | — | | | | | | 16,000 (M) | | | | | | 2,130 (N) | | | | | | 142,000 | | | | | | 179,899 | | | | | | 16,582 (O) | | | | | | 142,000 (P) | | |
|
7/1/25
|
| |
Owner Death
|
| | | | 125,000 (R) | | | | | | — | | | | | | — | | | | | | 1,875 (Q) | | | | | | 125,000 | | | | | | 179,899 | | | | | | 1,919 | | | | | | 126,009 (S) | | |
|
Transaction
Date |
| |
Transaction
Type |
| |
Hypothetical
Contract Value Before Transaction |
| |
Purchase
Payments |
| |
Net
Withdrawals |
| |
Advisory
Fee |
| |
Hypothetical
Contract Value |
| |
Adjusted
Withdrawal Amount |
| |
Return of
Purchase Payments Death Benefit |
| |||||||||||||||||||||
|
1/1/20
|
| |
Contract Issue
|
| | | | N/A | | | | | | 100,000 (A) | | | | | | N/A | | | | | | — | | | | | | 100,000 | | | | | | — | | | | | | 100,000 | | |
|
1/1/21
|
| |
Anniversary
|
| | | | 120,000 (B) | | | | | | | | | | | | — | | | | | | — | | | | | | 120,000 | | | | | | — | | | | | | 120,000 | | |
|
1/1/22
|
| |
Anniversary
|
| | | | 130,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 130,000 | | | | | | — | | | | | | 130,000 | | |
|
4/1/22
|
| |
Withdrawal
|
| | | | 125,000 | | | | | | — | | | | | | 25,000 (C) | | | | | | — | | | | | | 100,000 (D) | | | | | | 26,000 (E) | | | | | | 100,000 (F) | | |
|
1/1/24
|
| |
Anniversary
|
| | | | 103,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 103,000 | | | | | | — | | | | | | 103,000 | | |
|
10/1/24
|
| |
Purchase
Payment |
| | | | 85,000 | | | | | | 80,000 (G) | | | | | | — | | | | | | — | | | | | | 165,000 | | | | | | — | | | | | | 165,000 | | |
|
11/30/24
|
| |
Withdrawal
|
| | | | 155,000 | | | | | | — | | | | | | 5,500 (H) | | | | | | — | | | | | | 149,500 | | | | | | 5,465 (I) | | | | | | 149,500 (J) | | |
|
1/1/25
|
| |
Anniversary
|
| | | | 152,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 152,000 | | | | | | — | | | | | | 152,000 | | |
|
3/31/25
|
| |
Withdrawal
|
| | | | 160,000 | | | | | | — | | | | | | 16,000 (K) | | | | | | 2,160 (L) | | | | | | 144,000 | | | | | | 16,859 (M) | | | | | | 144,000 | | |
|
7/1/25
|
| |
Owner Death
|
| | | | 135,000 (N) | | | | | | — | | | | | | — | | | | | | 2,025 (O) | | | | | | 135,000 | | | | | | 1,975 (P) | | | | | | 135,000 (Q) | | |
Date
|
| |
Investment
Return During Year at 5% |
| |
Annuity
Value Before Payment |
| |
Payment
Made |
| |
Annuity
Value After Payment |
| ||||||||||||
Annuity Date
|
| | | | | | | | | $ | 100,000.00 | | | | | $ | 0.00 | | | | | $ | 100,000.00 | | |
End of 1st year
|
| | | $ | 5,000.00 | | | | | $ | 105,000.00 | | | | | $ | 23,097.48 | | | | | $ | 81,902.52 | | |
End of 2nd year
|
| | | $ | 4,095.13 | | | | | $ | 85,997.65 | | | | | $ | 23,097.48 | | | | | $ | 62,900.17 | | |
End of 3rd year
|
| | | $ | 3,145.01 | | | | | $ | 66,045.17 | | | | | $ | 23,097.48 | | | | | $ | 42,947.69 | | |
End of 4th year
|
| | | $ | 2,147.38 | | | | | $ | 45,095.08 | | | | | $ | 23,097.48 | | | | | $ | 21,997.60 | | |
End of 5th year
|
| | | $ | 1,099.88 | | | | | $ | 23,097.48 | | | | | $ | 23,097.48 | | | | | $ | 0.00 | | |
|
Contract
Year |
| |
End of
Year Attained Age |
| |
Maximum
Allowed Withdrawal Percentage |
| |
Purchase
Payments |
| |
Actual
Withdrawals |
| |
Annual
Withdrawal Amount |
| |
Annual
Withdrawal Amount Balance |
| |
Excess
Withdrawal |
| |
Hypothetical
Contract Value |
| |
End of
Year Benefit Base |
| ||||||||||||||||||||||||
|
At issue
|
| |
60
|
| | | | | | | | | | 100,000 | | | | | | N/A | | | | | | — | | | | | | — | | | | | | — | | | | | | 100,000 | | | | | | 100,000 (A) | | |
|
1
|
| |
61
|
| | | | 3.50% | | | | | | 50,000 (B) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 153,975 | | | | | | 153,975 | | |
|
2
|
| |
62
|
| | | | 3.50% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 161,676 | | | | | | 161,676 | | |
|
3
|
| |
63
|
| | | | 3.50% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 160,300 | | | | | | 161,676 | | |
|
4
|
| |
64
|
| | | | 3.50% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 176,543 | | | | | | 176,543 | | |
|
5
|
| |
65
|
| | | | 4.00% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 185,796 | | | | | | 185,796 | | |
|
6
|
| |
66
|
| | | | 5.00% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 192,345 | | | | | | 192,345 | | |
|
7
|
| |
67
|
| | | | 5.00% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 232,976 | | | | | | 232,976 | | |
|
8
|
| |
68
|
| | | | 5.00% | | | | | | — | | | | | | 10,000 (C) | | | | | | — | | | | | | — | | | | | | — | | | | | | 228,630 | | | | | | 228,630 (D) | | |
|
9
|
| |
69
|
| | | | 5.00% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 249,675 | | | | | | 249,675 | | |
|
10
|
| |
70
|
| | | | 5.25% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 265,498 | | | | | | 265,498 | | |
|
11
|
| |
71R
|
| | | | 5.25% | | | | | | — | | | | | | 13,939 | | | | | | 13,939 (E) | | | | | | — | | | | | | — | | | | | | 256,438 | | | | | | 265,498 | | |
|
12
|
| |
72
|
| | | | 5.25% | | | | | | — | | | | | | 13,939 | | | | | | 13,939 (E) | | | | | | — | | | | | | — | | | | | | 245,854 | | | | | | 265,498 | | |
|
13
|
| |
73
|
| | | | 5.25% | | | | | | — | | | | | | 13,939 | | | | | | 13,939 (E) | | | | | | — | | | | | | — | | | | | | 243,965 | | | | | | 265,498 | | |
|
14
|
| |
74
|
| | | | 5.25% | | | | | | — | | | | | | 5,000 | | | | | | 13,939 (F) | | | | | | 8,939 (F) | | | | | | — | | | | | | 240,951 | | | | | | 265,498 | | |
|
15
|
| |
75
|
| | | | 5.25% | | | | | | — | | | | | | 13,939 | | | | | | 13,939 (G) | | | | | | — | | | | | | — | | | | | | 236,710 | | | | | | 265,498 | | |
|
16
|
| |
76
|
| | | | 5.25% | | | | | | — | | | | | | 13,939 | | | | | | 13,939 (G) | | | | | | — | | | | | | — | | | | | | 227,843 | | | | | | 265,498 | | |
|
17
|
| |
77
|
| | | | 5.25% | | | | | | — | | | | | | 13,939 | | | | | | 13,939 (G) | | | | | | — | | | | | | — | | | | | | 201,496 | | | | | | 265,498 | | |
|
18
|
| |
78
|
| | | | 5.25% | | | | | | — | | | | | | 50,000 | | | | | | 13,939 (H) | | | | | | — | | | | | | 36,061 (H) | | | | | | 161,985 | | | | | | 214,451 (I) | | |
Age of (Younger) Covered Person on the Benefit Election Date
|
| |
Withdrawal Percentage -
(One Covered Person) |
| |
Withdrawal Percentage -
(Two Covered Persons) |
| ||||||
At least 60 but less than 65 years old
|
| | | | 3.50% | | | | | | 3.00% | | |
65 | | | | | 4.00% | | | | | | 3.50% | | |
66 | | | | | 4.10% | | | | | | 3.60% | | |
67 | | | | | 4.20% | | | | | | 3.70% | | |
68 | | | | | 4.30% | | | | | | 3.80% | | |
69 | | | | | 4.40% | | | | | | 3.90% | | |
70 | | | | | 4.50% | | | | | | 4.00% | | |
71 | | | | | 4.55% | | | | | | 4.05% | | |
72 | | | | | 4.60% | | | | | | 4.10% | | |
73 | | | | | 4.65% | | | | | | 4.15% | | |
74 | | | | | 4.70% | | | | | | 4.20% | | |
75 | | | | | 4.75% | | | | | | 4.25% | | |
76 | | | | | 4.80% | | | | | | 4.30% | | |
77 | | | | | 4.85% | | | | | | 4.35% | | |
78 | | | | | 4.90% | | | | | | 4.40% | | |
79 | | | | | 4.95% | | | | | | 4.45% | | |
80 | | | | | 5.00% | | | | | | 4.50% | | |
Page | |||||
THE COMPANY
|
1 | ||||
SAFEKEEPING OF ACCOUNT ASSETS
|
1 | ||||
RECORDS AND REPORTS
|
1 | ||||
EXPERTS
|
1 | ||||
FINANCIAL STATEMENTS
|
2 |
PART C
OTHER INFORMATION
Item 27. Exhibits.
(a) Board of Directors Resolutions
(a) (1) Resolution of the Board of Directors of Protective Life and Annuity Insurance Company (Formerly American Foundation Life Company) authorizing establishment of the Variable Account A of Protective Life is incorporated herein by reference to the Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-201920), filed with the Commission on April 29, 2020.
(b) Custodial Agreements - Not Applicable
(c) Underwriting Contracts
(c) (1) Distribution Agreement between IDI and PLAIC is incorporated herein by reference to Post-Effective Amendment No. 5 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on September 19, 2011.
(c) (2) Second Amended Distribution Agreement between IDI and PLAIC is incorporated herein by reference to the to the Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-179963), filed with the Commission on April 29, 2014.
(c) (2) (i) First Amendment to the Second Amended Distribution Agreement between IDI and PLAIC is incorporated herein by reference to the N-4 Registration Statement (File No. 333-240103), filed with the Commission on July 27, 2020.
(c) (3) Distribution Agreement between Investment Distributors, Inc. and broker-dealers is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-233415), filed with the Commission on August 22, 2019.
(d) Contracts (including Riders and Endorsements)
(d) (1) Form of Individual Flexible Premium Deferred Variable and Fixed Annuity Contract is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on June 1, 2020.
(d) (2) Contract Schedule for Individual Contracts is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on June 1, 2020.
(d) (3) Guaranteed Account Endorsement is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on June 1, 2020.
(d) (4) SecurePay Rider is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on June 1, 2020.
(d) (5) Qualified Retirement Plan Endorsement is incorporated herein by reference to Pre-Effective Amendment No.1 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on August 24, 2020.
(d) (6) Roth IRA Endorsement is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on August 24, 2020.
(d) (7) Traditional IRA Endorsement is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on August 24, 2020.
(d) (8) Return of Purchase Payments Death Benefit Rider is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on June 1, 2020.
(d) (9) Annuitization Bonus Endorsement is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on June 1, 2020.
(e) Applications
(e) (1) Contract Application for Individual Flexible Premium Deferred Variable and Fixed Annuity Contract is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on June 1, 2020.
(f) Depositor's Certificate of Incorporation and By-Laws
(f) (1) Charter of Protective Life and Annuity Insurance Company is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-41577), filed with the Commission on December 5, 1997.
(f) (1) (i) 2005 Amended and Restated Articles of Incorporation of Protective Life and Annuity Insurance Company is incorporated herein by reference to Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-201920), filed with the Commission on April 29, 2020.
(f) (2) By-Laws of Protective Life and Annuity Insurance Company is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-41577), filed with the Commission on December 5, 1997.
(f) (2) (i) 2011 Amended and Restated By-Laws of Protective Life and Annuity Insurance Company is incorporated herein by reference to Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-201920), filed with the Commission on April 29, 2020.
(g) Reinsurance Contracts - Not Applicable
(h) Participation Agreements
(h) (1) Participation Agreement dated April 30, 2002 (Lord Abbett Series Funds) is incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on April 30, 2009.
(h) (1) (i) Rule 22c-2 Shareholder Information Agreement (Lord Abbett Series Funds) is incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on April 30, 2009.
(h) (2) Participation Agreement dated December 19, 2003 (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on April 30, 2009.
(h) (2) (i) Rule 22c-2 Shareholder Information Agreement (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on April 30, 2009.
(h) (2) (ii) Amendment dated April 12, 2011 to Participation Agreement re Summary Prospectus (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to the Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-146508), filed with the Commission on April 28, 2011.
(h) (2) (iii) Amendment dated December 22, 2020 to Participation Agreement (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (2) (iv) Amendment dated April 12, 2021 to Participation Agreement (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (2) (v) Amendment dated March 24, 2022 to Participation Agreement (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 15, 2022.
(h) (3) Participation Agreement dated May 1, 2008 (Fidelity Variable Insurance Products) is incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on April 30, 2009.
(h) (3) (i) Amendment to Participation Agreement dated October 15, 2020 (Fidelity Variable Insurance Products) is incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on November 24, 2020.
(h) (3) (ii) Amendment to Participation Agreement dated March 10, 2022 (Fidelity Variable Insurance Products) is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 15, 2022.
(h) (4) Participation Agreement dated May 1, 2008 (Franklin Templeton Variable Insurance Products Trust) is incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on April 30, 2009.
(h) (4) (i) Rule 22c-2 Shareholder Information Agreement (Franklin Templeton Variable Insurance Products Trust) is incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on April 30, 2009.
(h) (4) (ii) Amendment dated August 16, 2010 to Participation Agreement re Summary Prospectus (Franklin Templeton Variable Insurance Products Trust) is incorporated herein by reference to the Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-146508), filed with the Commission on April 28, 2011.
(h) (4) (iii) Participation Agreement dated November 30, 2020 (Franklin Templeton Variable Insurance Products Trust) is incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on November 24, 2020.
(h) (4) (iv) Addendum dated November 30, 2020 to Participation Agreement (Franklin Templeton Variable Insurance Products Trust) is incorporated herein reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (4) (v) Amendment dated March 31, 2021 to Participation Agreement (Franklin Templeton Variable Insurance Products Trust) is incorporated herein reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (5) Participation Agreement dated August 20, 2020 (DFA Investment Dimensions Group Inc.) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on August 24, 2020.
(h) (6) Participation Agreement dated November 1, 2009 (Legg Mason) is incorporated herein by reference to the Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on October 29, 2009.
(h) (6) (i) Amendment dated March 1, 2012 to Participation Agreement (Legg Mason) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on November 24, 2020.
(h) (6) (ii) Amendment dated August 11, 2020 to Participation Agreement (Legg Mason) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on November 24, 2020.
(h) (7) Participation Agreement dated November 1, 2009 (PIMCO Variable Insurance Products Trust) is incorporated herein by reference to the Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on October 29, 2009.
(h) (7) (i) Novation of and Amendment dated April 25, 2011 to Participation Agreement (PIMCO Variable Insurance Products Trust) is incorporated herein by reference to the Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-146508), filed with the Commission on April 28, 2011.
(h) (7) (ii) Amendment dated April 25, 2011 to Participation Agreement re Summary Prospectus (PIMCO Variable Insurance Products Trust) is incorporated herein by reference to the Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-146508), filed with the Commission on April 28, 2011.
(h) (7) (iii) Amendment dated September 1, 2020 to Participation Agreement (PIMCO Variable Insurance Products Trust) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (7) (iv) Amendment dated April 2, 2021 to Participation Agreement (PIMCO Variable Insurance Products Trust) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (8) Participation Agreement dated November 1, 2009 (Royce Capital) is incorporated herein by reference to the Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on October 29, 2009.
(h) (8) (i) Rule 22c-2 Information Sharing Agreement (Royce Capital) is incorporated herein by reference to the Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on October 29, 2009.
(h) (8) (ii) Amendment dated November 30, 2020 (Royce Capital) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (9) Participation Agreement dated June 1, 2010 (AIM-Invesco Variable Insurance Funds) is incorporated herein by reference to Post-Effective Amendment No. 19 to the Form N-4 Registration Statement (File No. 333-113070), filed with the Commission on April 25, 2011.
(h) (10) Participation Agreement dated June 18, 2015 (American Funds) is incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on November 24, 2020.
(h) (10) (i) Amendment dated November 30, 2020 to Participation Agreement (American Funds) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (10) (ii) Amendment dated March 22, 2021 to Participation Agreement (American Funds) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (11) Participation Agreement dated May 1, 2016 (Clayton Street Funds) is incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on November 24, 2020.
(h) (11) (i) Amendment dated September 1, 2020 to Participation Agreement (Clayton Street Funds) is incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on November 24, 2020.
(h) (11) (ii) Amendment dated December 10, 2020 to Participation Agreement (Clayton Street Funds) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (11) (iii) Amendment dated March 10, 2022 to Participation Agreement (Clayton Street Funds) is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 15, 2022.
(h) (12) Participation Agreement dated August 20, 2020 (Vanguard Variable Insurance Fund) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on August 24, 2020.
(h) (12) (i) Revised Schedule A dated April 30, 2021 to Participation Agreement (Vanguard Variable Insurance Fund) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on April 29, 2021.
(h) (13) Participation Agreement dated December 16, 2020 (Alliance Bernstein) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (13) (i) Amendment dated March 15, 2021 to Participation Agreement (Alliance Bernstein) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File 333-240193), filed with the Commission on April 16, 2021.
(h) (13) (ii) Amendment dated April 1, 2024 to Participation Agreement (Alliance Bernstein) - Filed herein.
(h) (14) Participation Agreement dated December 1, 2020 (BlackRock) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File 333-240193), filed with the Commission on April 16, 2021.
(h) (14) (i) Amendment dated April 1, 2021 to Participation Agreement (BlackRock) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File 333-240193), filed with the Commission on April 16, 2021.
(h) (14) (ii)Amendment dated April 1, 2022 to Participation Agreement (Blackrock) is incorporated herein by reference to Post-Effective Amendment No. 3 to the Form N-6 Registration Statement (File 333-257081), filed with the Commission on April 25, 2023.
(h) (15) Participation Agreement dated April 12, 2021 (Columbia Funds Variable Insurance Trust I) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File 333-240193), filed with the Commission on April 16, 2021.
(h) (15) (i) Participation Agreement dated April 12, 2021 (Columbia Funds Variable Insurance Trust II) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File 333-240193), filed with the Commission on April 16, 2021.
(h) (15) (ii) Amendment dated March 22, 2022 to Participation Agreement (Columbia Funds Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 15, 2022.
(h) (16) Participation Agreement dated December 8 ,2020 (T. Rowe Price) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File 333-240193), filed with the Commission on April 16, 2021.
(h) (16) (i) Rule 22c-2 Agreement dated December 8, 2020 (T. Rowe Price) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File 333-240193), filed with the Commission on April 16, 2021.
(h) (16) (ii) Amendment dated May 3, 2021 to Participation Agreement (T. Rowe Price) is incorporated herein by reference to the Form N-4 Registration Statement (File No.333-261830), filed with the Commission on December 22, 2021.
(h) (17) Participation Agreement dated December 8, 2020 between PLAIC and American Century Investment Services, Inc. is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-6 Registration Statement (File No. 333-257081), filed with the Commission on September 21, 2021.
(h) (17) (i) Amendment dated April 1, 2022 to Participation Agreement (American Century Investment Services, Inc.) is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 15, 2022.
(h) (18) Participation Agreement dated November 1, 2007 (Morgan Stanley Investment Management Inc.) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on April 30, 2009.
(h) (18) (i) Amendment dated March 11, 2022 to Participation Agreement (Morgan Stanley Investment Management Inc.) is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 15, 2022.
(h) (18) (ii) Amendment dated October 5, 2020 to Participation Agreement (Morgan Stanley Investment Management Inc.) is incorporated herein by reference to Pre-Effective Amendment No. 2 to the Form N-4 Registration Statement (333-261830), filed with the Commission on July 14, 2023.
(h) (19) Participation Agreement dated November 15, 2020 (Janus Aspen Series) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-6 Registration Statement (File No. 333-257081), filed with the Commission on September 21, 2021.
(h) (19) (i) Amendment dated March 1, 2022 to Participation Agreement (Janus Aspen Series) is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 15, 2022.
(h) (20) Participation Agreement dated May 1, 2012 (MFS Variable Insurance Trust) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-6 Registration Statement (File No. 333-257081), filed with the Commission on September 21, 2021.
(h) (20) (i) Amendment dated October 1, 2020 to Participation Agreement (MFS Variable Insurance Trust) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-6 Registration Statement (File No. 333-257081), filed with the Commission on September 21, 2021.
(h) (20) (ii) Amendment dated March 22, 2022 to Participation Agreement (MFS Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 3 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on April 25, 2023.
(h) (20) (iii) Amendment dated August 11, 2022 to Participation Agreement (MFS Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 3 to the Form N-6 Registration Statement (File No. 333-257081), filed with the Commission on April 25, 2023.
(h) (21) Participation Agreement dated May 1, 2023 (Lincoln Variable Insurance Products Trust) - Filed herein.
(h) (21) (i) Amendment dated April 29, 2024 to Participation Agreement (Lincoln Variable Insurance Products Trust) - Filed herein.
(i) Administrative Contracts - Not Applicable
(j) Other Material Contracts - Not Applicable
(k) Legal Opinion
(k) (1) Opinion of Brandon J. Cage, Esq. is incorporated herein by reference to Post-Effective Amendment No. 3 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on April 25, 2023.
(l) Other Opinions
(l) (1) Consents of KPMG LLP
- Filed herein.
(l) (3) Powers of Attorney is incorporated herein by reference to Post-Effective Amendment No. 9 to the Form N-4 Registration Statement (File No. 333-201920), filed with the Commission on April 25, 2023.
(m) Omitted Financial Statements - Not Applicable
(n) Initial Capital Agreements - Not Applicable
(o) Form of Initial Summary Prospectuses is incorporated by reference herein to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (333-238855), filed with the Commission on April 27, 2022.
Item 28. Directors and Officers of the Depositor
Name and Principal Business Address* | Position and Offices with Depositor | |
Adams, D. Scott | Executive Vice President, Chief Transformation and Strategy Officer | |
Banerjee Choudhury, Shiladitya (Deep) | Senior Vice President, and Treasurer | |
Bartlett, Malcolm Lee | Senior Vice President, Corporate Tax | |
Bielen, Richard J. | Chairman of the Board, Chief Executive Officer, President, and Director | |
Black, Lance P. | Executive Vice President, Acquisitions and Corporate Development | |
Byrd, Kenneth | Senior Vice President, Operations | |
Cox, Kathryn S. | Senior Vice President, and President, Protection Division | |
Cramer, Steve | Senior Vice President, and Chief Product Officer | |
Creutzmann, Scott E. | Senior Vice President, and Chief Compliance Officer | |
Drew, Mark L. | Executive Vice President, and Chief Legal Officer | |
Evesque, Wendy K. | Executive Vice President, and Chief Human Resources Officer | |
Hardeman, James | Senior Vice President, Financial Planning and Analysis | |
Harrison, Wade V. | Executive Vice President, and Chief Retail Officer | |
Karchunas, M. Scott | Senior Vice President, and President, Asset Protection Division | |
Kohler, Matthew | Senior Vice President, and Chief Information Officer | |
Laeyendecker, Ronald | Senior Vice President, Executive Benefit Markets | |
Lawrence, Mary Pat | Senior Vice President, Government Affairs | |
Lee, Felicia M. | Secretary, Vice President, and Senior Counsel | |
McDonald, Laura Y. | Senior Vice President, and Chief Mortgage and Real Estate Officer | |
Passafiume, Philip E. | Executive Vice President, and Chief Investment Officer | |
Peeler, Rachelle R. | Senior Vice President, and Senior Human Resources Partner | |
Pugh, Barbara N. | Senior Vice President, and Chief Accounting Officer | |
Radnoti, Francis | Senior Vice President, and Chief Product Officer | |
Ray, Webster M. | Senior Vice President, Investments | |
Riebel, Matthew A. | Senior Vice President, and Chief Distribution Officer | |
Seurkamp, Aaron C. | Senior Vice President, and President, Retirement Division | |
Wagner, James | Senior Vice President, and Chief Distribution Officer | |
Wahlheim, Cary T. | Senior Vice President, and Senior Counsel | |
Walker, Steven G. | Vice Chairman, Finance and Risk, and Director | |
Wells, Paul R. | Executive Vice President, Chief Financial Officer, and Director | |
Whitcomb, John | Senior Vice President, Retirement Operations and Strategic Planning | |
Williams, Doyle J. | Senior Vice President, and Chief Marketing Officer |
* Unless otherwise indicated, principal business address is 2801 Highway 280 South, Birmingham, Alabama 35223
Item 29. Persons Controlled by or Under Common Control With the Depositor or the Registrant
Item 30. Indemnification
Article XI of the By-laws of Protective Life provides, in substance, that any of Protective Life’s directors and officers, who is a party or is threatened to be made a party to any action, suit or proceeding, other than an action by or in the right of Protective Life, by reason of the fact that he is or was an officer or director, shall be indemnified by Protective Life against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such claim, action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Protective Life and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. If the claim, action or suit is or was by or in the right of Protective Life to procure a judgment in its favor, such person shall be indemnified by Protective Life against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Protective Life, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to Protective Life unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. To the extent that a director or officer has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified by Protective Life against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, not withstanding that he has not been successful on any other claim issue or matter in any such action, suit or proceeding. Unless ordered by a court, indemnification shall be made by Protective Life only as authorized in the specific case upon a determination that indemnification of the officer or director is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to, or who have been successful on the merits or otherwise with respect to, such claim action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (c) by the shareholders.
In addition, the executive officers and directors are insured by PLC’s Directors’ and Officers’ Liability Insurance Policy including Company Reimbursement and are indemnified by a written contract with PLC which supplements such coverage.
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 31. Principal Underwriters
(a) Investment Distributors, Inc. (“IDI”) is the principal underwriter of the Policies as defined in the Investment Company Act of 1940. IDI is also principal underwriter for the Protective Variable Annuity Separate Account, Protective Variable Life Separate Account, PLICO Variable Annuity Account S, Protective COLI VUL, Protective COLI PPVUL, PLAIC Variable Annuity Account S, and Protective NY COLI VUL. The principal underwriter, IDI, is also currently distributing units of interest in the following separate accounts: Variable Annuity-1 Series Account, Variable Annuity-1 Series Account of Great West Life & Annuity Insurance Company of New York, Variable Annuity-2 Series Account, Variable Annuity-2 Series Account [New York], Variable Annuity-3 Series Account, COLI VUL-2 Series Account, COLI VUL-2 Series Account of Great West Life & Annuity Insurance Company of New York, COLI VUL-4 Series Account of Great-West Life & Annuity Insurance Company, Maxim Series Account of Great West Life & Annuity Insurance Company, Prestige Variable Life Account, Pinnacle Series Account of Great West Life & Annuity Insurance Company, Trillium Variable Annuity Account.
(b) The following information is furnished with respect to the officers and directors of IDI:
Name and Principal Business Address* | Position and Offices | Position and Offices with Registrant | ||
Carlson, Martha H. | Designated Responsible Licensed Producer | Vice President, National Sales Manager Annuity | ||
Coffman, Benjamin P. | Senior Director Financial Reporting | Vice President, Financial Reporting | ||
Creutzmann, Scott E. | Director | Senior Vice President and Chief Compliance Officer | ||
Guerrera, Darren C. | Chief Financial Officer | Vice President and Chief Financial Officer, Concourse | ||
Johnson, Julena G. | Director Regulatory | Director Regulatory | ||
Lee, Felicia M. | Secretary | Secretary, Vice President, and Senior Counsel | ||
McCreless, Kevin L. | Chief Compliance Officer | Senior Director Regulatory | ||
Morsch, Letitia A. | Assistant Secretary, and Director | Vice President, Head of Retail Retirement Operations | ||
Reed, Alisha D. | Director | Vice President, Head of Marketing Strategy | ||
Richards, Megan P. | Assistant Secretary | Assistant Secretary | ||
Tennent, Rayburn | Senior Analyst Financial Reporting | Senior Analyst Financial Reporting | ||
Wagner, James | President and Director | Senior Vice President and Chief Distribution Officer |
* Unless otherwise indicated, principal business address is 2801 Highway 280 South, Birmingham, Alabama, 35223.
(c) The following commissions were received by each principal underwriter, directly or indirectly, from the Registrant during the Registrant’s last fiscal year:
(1) Name of Principal |
|
(2) Net Underwriting |
|
(3) Compensation on |
|
(4) Brokerage |
|
(5) Other |
Investment Distributors, Inc. |
|
N/A |
|
None |
|
N/A |
|
N/A |
Item 32. Location of Accounts and Records.
All accounts and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules thereunder are maintained by Protective Life and Annuity Insurance Company at 2801 Highway 280 South, Birmingham, Alabama 35223.
Item 33. Management Services.
All management contracts are discussed in the Prospectus or Statement of Additional Information.
Item 33. Fee Representation
Protective Life and Annuity Insurance Company represents that the fees and charges deducted under the Contract, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Protective Life and Annuity Insurance Company.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement and has duly caused this Post-Effective Amendment to the Registration Statement on Form N-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on April 24, 2024.
VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE
By: * |
|
Richard J. Bielen, President |
|
Protective Life and Annuity Insurance Company |
|
PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY
By: * |
|
Richard J. Bielen, President |
|
Protective Life and Annuity Insurance Company |
|
As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement on Form N-4 has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date | |||
* | Chairman
of the Board, President | April
24, 2024 | |||
Richard
J. Bielen | Chief
Executive Officer, and Director | ||||
(Principal
Executive Officer) | |||||
* | Vice
Chairman, Finance and Risk, | April
24, 2024 | |||
Steven
G. Walker | and
Director | ||||
* | Executive
Vice President, Chief Financial | April
24, 2024 | |||
Paul
R. Wells | Officer, and Director | ||||
(Principal Accounting and Financial Officer) | |||||
*BY: | /S/
BRANDON J. CAGE | April
24, 2024 | |||
Brandon
J. Cage | |||||
Attorney-in-Fact |
EXHIBIT INDEX
(h) (13) (ii) Amendment dated April 1, 2024 to Participation Agreement (Alliance Bernstein)
(h) (21) Participation Agreement dated May 1, 2023 (Lincoln Variable Insurance Products Trust)
(h) (21) (i) Amendment dated April 29, 2024 to Participation Agreement (Lincoln Variable Insurance Products Trust)
(l) (1) Consents of KPMG LLP