Table of Contents

As filed with the Securities and Exchange Commission on April 30, 2024

Registration Nos.  333-239746

811-21742

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM N-6

 

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 

Pre-Effective Amendment No.   

Post-Effective Amendment No. 4  

and

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940 

Amendment No. 39 

 

 

FIRST INVESTORS LIFE SEPARATE ACCOUNT E

(Exact Name of Registrant)

 

 

NASSAU LIFE INSURANCE COMPANY

(Name of Depositor)

One American Row, Hartford, Connecticut 06102-5056

(Address of Depositor’s Principal Executive Offices) (Zip Code)

860-403-5000

(Depositor’s Telephone Number, including Area Code)

Kostas Cheliotis, Esq.

Nassau Life Insurance Company

One American Row

Hartford, Connecticut 06102-5056

(Name and Address of Agent for Service)

Copies of all communications to:

 

Kostas Cheliotis
Vice President, General Counsel, Secretary
Nassau Life Insurance Company
One American Row
P. O. Box 5056, Hartford, CT 06102-5056

It is proposed that this filing will become effective (check appropriate box):

 

immediately upon filing pursuant to paragraph (b)

 

on May 1, 2024 pursuant to paragraph (b)

 

60 days after filing pursuant to paragraph (a)(1)

 

on (date) pursuant to paragraph (a)(1) of Rule 485 under the Securities Act.

If appropriate, check the following box:

 

this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

 

 


Table of Contents

SPVL

A Modified Single Premium Variable Life Insurance Policy

Administrative Office

Regular Mail: P.O. Box 22012, Albany, New York 12201

Overnight Mail: 15 Tech Valley Drive, Suite 201,

East Greenbush, New York 12061-4142 Phone Number:

1-800-832-7783 (9:00 A.M. and 5:00 P.M.,

Eastern Time)

Fax: 1-321-400-6316

Website: www.nfg.com

Offered by Nassau Life Insurance Company Through First Investors Life Separate Account E

This prospectus describes an individual Modified Single Premium Variable Life Insurance Policy (the “Policy”) that is offered by Nassau Life Insurance Company (“NNY,” “We,” “Us” or “Our”) through First Investors Life Separate Account E (“Separate Account E” or “Separate Account”). We also refer to this Policy as “SPVL”; “You” and “Your” refer to a prospective or existing owner of a Policy.

In the Commonwealth of Massachusetts only, the Policy described in the prospectus is named the “Limited Flexible Premium Variable Life Insurance Policy.” Therefore, for offerees who reside in the Commonwealth of Massachusetts, all references in the prospectus to “Single Premium Variable Life Insurance Policy,” “SPVL” and “Modified Single Premium Variable Life Insurance Policy” are changed to “Limited Flexible Premium Variable Life Insurance Policy.” In the state of Nebraska only, the Policy described in the prospectus is named the “Flexible Premium Variable Life Insurance Policy.” Therefore, for offerees who reside in the state of Nebraska, all references in the prospectus to the “Single Premium Variable Life Insurance Policy,” “SPVL” and “Modified Single Premium Variable Life Insurance Policy” are changed to “Flexible Premium Variable Life Insurance Policy”.

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. The premiums under this Policy may be invested in Subaccounts of Separate Account E that invest, at net asset value, in shares of a series in the designated funds described in Appendix A: Funds Available Under the Policy. Throughout this prospectus, We refer to these underlying mutual funds as “Funds.” Premiums may also be invested in Our Fixed Account.

Additional information about certain investment products, including variable life insurance, has been prepared by the Securities and Exchange Commission’s staff and is available at Investor.gov.

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.

NNY does not guarantee the performance of Subaccounts of Separate Account E. 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. NNY 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 NNY.

The date of this prospectus is May 1, 2024.

 

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CONTENTS

 

 

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE POLICY

     1  

OVERVIEW OF THE POLICY

     4  

FEE TABLES

     7  

PRINCIPAL RISKS OF INVESTING IN THE POLICY

     9  

NASSAU LIFE, THE SEPARATE ACCOUNT, THE FIXED ACCOUNT AND THE SUBACCOUNTS

     11  

Nassau Life Insurance Company

     11  

Separate Account E

     12  

The Fixed Account

     12  

The Subaccounts

     12  

THE POLICY

     13  

How The Policy Works

     13  

Policy Application Process

     13  

Premiums

     14  

Allocation of Premiums to Investment Options

     14  

The Death Benefit

     17  

Other Benefits Available Under The Policy

     19  

Accumulation Value

     20  

Surrenders

     22  

Policy Loans

     22  

Settlement Options

     23  

Other Provisions

     24  

Fees, Charges and Expenses

     29  

Periodic Charges Deducted from the Subaccount Value

     31  

Distribution of the Policy

     32  

FEDERAL TAX INFORMATION

     33  

OTHER INFORMATION

     35  

Voting Rights

     35  

Legal Proceedings

     36  

Reports

     37  

Financial Statements

     37  

APPENDIX A: Funds Available Under the Policy

     38  

 

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IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE POLICY

 

FEES AND EXPENSES   LOCATION IN
PROSPECTUS
Charges for Early Withdrawals  

For up to nine years following the date of each premium payment, a surrender charge may apply if You partially or fully surrender the Policy, allow the Policy to lapse, or reduce the Policy Face Amount. The maximum surrender charge that You can pay while You own the Policy is equal to 9.5% of premium surrendered if Your Policy was issued before October 1, 2008 or 9.0% of premium surrendered if Your Policy was issued on or after October 1, 2008.

 

For example, if You paid $100,000 in premium payments, the maximum full surrender charge would be $9,500 for a policy issued before October 1, 2008 or $9,000 for a Policy issued on or after October 1, 2008.

 

Fee Tables;

 

Fees, Charges and Expenses

Transaction Charges  

In addition to the surrender charge, You also may be charged for other transactions. Specifically:

 

•  There is a $25 charge for each partial surrender.

 

•  A transfer fee of up to $10 is applied on the 5th or 6th transfer in a Policy Year.

 

•  We reserve the right to impose a charge for use of the Systematic Transfer Option or the Automatic Subaccount Reallocation Option. Currently, We are not imposing a charge for those services.

 

Fee Tables;

 

Fees, Charges and Expenses

Ongoing Fees and Expenses (annual charges)  

In addition to surrender charges and transaction charges, an investment in the Policy is subject to certain ongoing fees and expenses. Those ongoing fees and expenses include a cost of insurance charge, a Separate Account charge and loan interest (if You take a Policy loan). Such fees and expenses may be set based on characteristics of the insured (e.g., age, sex, and rating classification). You should view the Policy specifications page of Your Policy for the rates applicable to Your Policy.

 

 

Fee Tables;

 

Fees, Charges and Expenses;

 

Appendix A: Funds Available Under the Policy

 

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FEES AND EXPENSES   LOCATION IN
PROSPECTUS
   

 

You will also bear expenses associated with the Funds under the Policy, as shown in the following table

   
                    
          Annual Fee   MIN.   MAX.          
        Investment options (underlying fund fees and expenses)*  

0.21% 

 

1.15% 

       
   

*   As a percentage of Fund assets. The fees of the Funds are as of 12/31/23, and such fees can vary over time

   
RISKS   LOCATION IN
PROSPECTUS
Risk of Loss   You can lose money by investing in the Policy.   Principal Risks of Investing in the Policy
Not a Short-Term Investment  

•   A Policy is not a short-term investment and is not appropriate for an investor who needs ready access to cash.

 

•   We may apply a surrender charge with respect to any surrender You make from the Policy.

 

•   A surrender may also reduce Your Policy’s Face Amount and may have adverse tax consequences.

 

•   You can avoid surrender charges and such possible adverse tax consequences by holding Your Policy for the long-term and minimizing surrenders.

 

•   Tax deferral is more beneficial to investors with a long time horizon.

 

Principal Risks of Investing in the Policy;

 

Fees, Charges and Expenses

Risks Associated with Investment Options  

•   An investment in this Policy is subject to the risk of poor investment performance of the Funds You choose, which performance can vary among the Funds.

 

•   Each Fund (as well as the Fixed Account) has its own unique risks. With the Fixed Account, for example, Your Policy value is held as part of Our general account assets, which exposes You to the risk of Our solvency.

 

•   You should review the prospectuses for the Funds before making an investment decision.

 

Principal Risks of Investing in the Policy;

 

The Fixed Account;

 

Appendix A: Funds Available Under the Policy

 

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RISKS   LOCATION IN
PROSPECTUS
Insurance Company Risks   An investment in the Policy is subject to the risks related to NNY, including that any obligations (including under the Fixed Account), guarantees, or benefits are subject to the claims-paying ability of NNY. More information about NNY, including its financial strength ratings, is available upon request by calling toll-free at 1-800-541-0171 and also is available at www.nfg.com.  

Principal Risks of Investing in the Policy;

 

Nassau Life Insurance Company

Contract Lapse   Your Policy can lapse only if You have an outstanding Policy loan. If Your Policy has an outstanding Policy loan and the Monthly Deduction exceeds the net Surrender Value, Your Policy may lapse, or end. If Your Policy lapses, it may not be reinstated. Withdrawals, loans (and associated loan interest), fees and charges, and poor investment performance can negatively affect net Surrender Value, and increase the risk of Policy lapse. If the Policy lapses, the death benefit will not be paid and You may incur surrender charges.  

Principal Risks of Investing in the Policy;

 

Default

 

Reinstatement

RESTRICTIONS   LOCATION IN
PROSPECTUS
Investments  

•   NNY reserves the right to remove or substitute Funds available under the Contract.

 

•   There is a limit of six transfers between two or more Subaccounts in any 12-month period.

 

•   Only one transfer either to or from the Fixed Account is allowed in any 12-month period, and transfers from the Fixed Account are subject to significant restrictions.

 

•   You may not allocate more than 50% of Your net premiums to the Fixed Account.

 

•   We reserve the right to limit transfers if frequent or large transfers occur.

 

The Fixed Account;

 

The Subaccounts;

 

Allocation of Premiums to the Investment Options

TAXES   LOCATION IN
PROSPECTUS
Tax Implications  

•   You should consult with a tax professional to determine the tax implications of an investment in and payments received under the Policy.

 

  Federal Tax Information

 

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TAXES   LOCATION IN
PROSPECTUS
   

 

•   If You purchase the Policy through a qualified retirement plan or an individual retirement account, You do not receive any additional tax deferral.

 

•   The Policy is generally a Modified Endowment Contract for federal income tax purposes, and, as a result, partial surrenders, a full surrender and Policy loans are subject to federal income tax on an income-first basis to the extent Your Accumulation Value exceeds Your basis in a Policy

 

•   Any gain on Your Policy is taxed at ordinary income tax rates when withdrawn, and You may have to pay a penalty tax if You take a withdrawal before age 5912.

   
CONFLICTS OF INTEREST   LOCATION IN
PROSPECTUS
Investment Professional Compensation  

Currently, We do not make new sales of the Policy, and thus the compensation practices described here relate primarily to compensation with respect to prior sales.

 

Your registered representative may have received compensation for selling the Policy to You. We generally pay compensation as a percentage of premium payments invested in the Policy (“commissions”). NNY may also pay for sales and distribution expenses out of any payments We or the principal underwriter of the Policies may receive from the Funds for providing administrative, marketing and other support and services to the Funds. To the extent permitted by FINRA rules and other applicable laws and regulations, the principal underwriter may pay or allow other promotional incentives or payments in the form of cash or other compensation.

 

The presence of these forms of compensation can influence a registered representative to recommend the Policy over another investment.

  Distribution of the Policy
Exchanges   As a general matter, some investment professionals could have a financial incentive to offer You this Policy in place of another policy You currently own. Similarly, some investment professionals may have a financial incentive to offer You a new policy to replace this Policy. You should only exchange a policy if You determine, after comparing the features, fees, and risks of both policies, that it is better for You to purchase the new policy rather than continue to own Your existing policy. Currently, We do not offer this Policy for new sales, and thus would not offer this Policy in connection with such a replacement transaction.   Distribution of the Policy

 

OVERVIEW OF THE POLICY

The Policy is a variable life insurance policy that is designed to provide You with permanent insurance protection. You pay a single premium that is based on the minimum death benefit You want (the “Face Amount”) and the underwriting classification of the person whose life You are insuring (the “Insured”). Variable life insurance is designed to help meet long-term insurance and investment needs. It is not suitable as a vehicle for

 

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short-term savings. Because the Policy is designed for investors who intend to accumulate funds for long-term financial planning purposes, the Policy is best suited for those with a long investment horizon. Although You have the ability to make partial surrenders and/or fully surrender the Policy at any time while the Insured is living, the Policy should not be viewed as a highly liquid investment. In that regard, surrenders taken in the near term can result in You being assessed a surrender charge, which can be a significant amount. Failure to hold the Policy for the long-term also would mean that You lose the opportunity for the performance of Your chosen investment options to grow on a tax-deferred basis. Thus, the Policy’s features are appropriate for an investor who does not have significant liquidity needs with respect to money dedicated to the Policy and has a long investment horizon. The Policy is not intended for those who intend to engage in frequent trading among the Subaccounts within the Separate Account.

Premiums

The Policy is a single premium life insurance policy, meaning that you are only required to make a single premium payment, which you made when you purchased the Policy. However,the Policy allows You to pay one additional premium each year subject to certain limitations. This allows You to increase Your life insurance protection as Your circumstances change.

Your Policy can lapse only if You have an outstanding Policy loan. If Your Policy has an outstanding Policy loan, and the insurance charges that We deduct each month (the “Monthly Deduction”) exceeds the net Surrender Value of your Policy, your Policy may lapse. The “net Surrender Value” is the accumulated value of your Policy (or “Accumulation Value”) less any applicable surrender charge and the amount of any outstanding Policy loan balance and accrued interest. You may need to make additional payments under the Policy to prevent a lapse. Failure to make such payments may result in lapse

Death Benefit

The Policy is, first and foremost, a life insurance policy and is designed to provide You with permanent life insurance protection. Policies issued before 10/1/2008 remain in force to maturity at age 100 of the Insured, unless You choose to surrender Your Policy or it lapses. Policies issued on and after 10/1/2008 remain in force to maturity at age 121 of the Insured, unless You choose to surrender Your Policy or it lapses

Upon the death of the Insured, the Policy’s death benefit will be paid to Your named beneficiary. The amount of the death benefit may increase or decrease from the initial Face Amount that is set forth in Your Policy. Any such increases or decreases are based on a number of factors, including the investment experience of the Subaccounts You select and the credited interest in the Fixed Account if chosen. However, We guarantee that the death benefit will never to be less than the Policy’s Guaranteed Minimum Death Benefit (see “Guaranteed Minimum Death Benefit”), reduced by any outstanding Policy loans and accrued loan interest.

Investment Options

The Subaccounts invest in corresponding underlying Funds. 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 Accumulation Value and Variable Death Benefit (see “Variable Death Benefit”) will fluctuate based on a number of factors including the performance of the Subaccounts You select and the proportion of Your Accumulation Value which You allocate to the Fixed Account.

You may change Your allocation of future premiums (if any) subject to certain limitations. You may change the allocation of Accumulation Value among the Subaccounts, or among the Subaccounts and the Fixed Account, through transfers of Accumulation Value, or Automated Subaccount Reallocations, or Systematic Transfers.

 

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Changes to the allocations of Accumulation Values are subject to certain conditions and restrictions described elsewhere in this prospectus.

Additional information about each Fund offered within the separate account is provided in Appendix A to this prospectus, entitled “Funds Available Under the Policy.”

Loans and Surrenders

You may borrow up to 75% of the Policy’s 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. The “Surrender Value” is the Accumulation Value, less any then-applicable surrender charge. Because this Policy is generally a Modified Endowment Contract (“MEC”) under the tax code, Policy loans can have tax consequences. Therefore, You should consult a tax adviser before taking a loan.

You may also fully surrender the Policy at any time while the Insured is living. The amount payable will be the Surrender Value. A surrender is a taxable event. You may surrender a portion of the Policy’s Cash Value provided You meet Our requirements. Partial surrenders may have adverse tax consequences and will reduce the guaranteed minimum death benefit and the death benefit.

There are tax consequences associated with loans, surrenders, and partial surrenders.

 

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FEE TABLES

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

The first table describes the fees and expenses that You will pay at the time that You buy the Policy, surrender or make withdrawals from the Policy, or transfer cash value between the investment options.

Transaction Fees for Policies Issued Before October 1, 2008

 

Charge    When Charge Is Deducted    Amount Deducted
Maximum Surrender Charge (Load)(1)    Upon full or partial surrender in excess of the Preferred Surrender Amount   

9.5%

(as a percentage of premiums surrendered)

Other Surrender Fees    On each Partial Surrender    $25.00
Transfer Fees    On transfers in excess of 4 per Policy year, excluding transfers made under the Systematic Transfer Option or the Automated Subaccount Reallocation Option(3)    $10.00

Transaction Fees for Policies Issued On or After October 1, 2008

 

Charge    When Charge Is Deducted    Amount Deducted
Maximum Surrender Charge (Load)(2)    Upon total surrender or upon partial surrender in excess of the Preferred Surrender Amount   

9.0%

(as a percentage of premiums surrendered)

Other Surrender Fees    On each Partial Surrender    $25.00
Transfer Fees    On transfers in excess of 4 per Policy year, excluding transfers made under the Systematic Transfer Option or the Automated Subaccount Reallocation Option(3)    $10.00

 

(1) 

The 9.5% Surrender Charge is the maximum deducted as a percentage of premiums surrendered for Insured Ages 0-49. The surrender charge declines based upon the number of years the corresponding premium has been invested and the age of the Insured on the date of the Premium Payment. A new schedule of Surrender Charges is associated with each additional premium.

(2) 

The 9.0% Surrender Charge is the maximum deducted as a percentage of premiums surrendered for Insured Ages 0-20. The surrender charge declines based upon the number of years the corresponding premium has been invested and the age of the Insured on the date of the Premium Payment. A new schedule of Surrender Charges is associated with each additional premium.

(3) 

Although We do not currently charge a fee in connection with these systematic and automatic options, We reserve the right to do so in the future not to exceed $10.

 

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The next table describes the fees and expenses that You will pay periodically during the time that You own the Policy, not including underlying Fund fees and expenses.

Periodic Charges Other Than Annual Fund Expenses for Policies Issued Before October 1, 2008

 

Charge   When Charge is Deducted  

Maximum Amount

We Can Deduct

Base Contract Charges        
Cost of Insurance(1)   Monthly  

Minimum: $0.00 per $1,000 on the net amount at risk (NAR)(4).

Maximum: $83.333 per $1,000 on the NAR.

Representative Insured:(2)

$0.685 per $1,000 on the NAR.

Separate Account Charge   Monthly   Effective annual rate of 1.75% of Your Subaccounts’ Accumulation Value.
Net Policy Loan Interest   Policy Anniversary   Effective annual rate of 2% of the outstanding loan.(3)

Periodic Charges Other Than Annual Fund Expenses For Policies Issued On and After October 1, 2008

 

Charge   When Charge is Deducted  

Maximum Amount

We Can Deduct

Base Contract Charges        
Cost of Insurance(1)   Monthly  

Minimum: $0.000 per $1,000 on the net amount at risk (NAR).(4)

Maximum: $83.333 per $1,000 on the NAR.

Representative Insured:(2)

$0.405 per $1,000 on the NAR.

Separate Account Charge   Monthly   Effective annual rate of 1.75% of Your Subaccounts’ Accumulation Value
Net Policy Loan Interest   Policy Anniversary   Effective annual rate of 2% of the outstanding loan.(3)

 

(1)

Cost of insurance charges will vary according to age, gender and risk classification, policy year, net amount at risk, and face amount. The cost of insurance charges shown in the table may not be typical of the charges You will pay. Your Policy’s specifications page will indicate the guaranteed cost of insurance applicable to Your Policy. More detailed information concerning Your cost of insurance is available upon request..

(2)

Our representative Insured is a male, age 55 at the time the Policy is issued, and is in Our standard non-tobacco underwriting class. The charge indicated is the rate We deduct for the first year cost of insurance charge.

(3)

The Policy loan interest rate is 6%. However, because We transfer from the Separate Account to the Loan Account in Our General Account an amount equal to the amount of the loan, while the loan is unpaid, We credit Your chosen Subaccount(s) and/or the Fixed Account interest at an effective annual rate of 4% for the amount maintained in the Loan Account. As a result, the net interest rate as a cost to You is 2% on any Policy loan.

 

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(4)

NAR or Net Amount at Risk means the Variable Death Benefit at the beginning of the Policy month divided by the monthly interest factor indicated in the Policy Schedule, less the Total Accumulation Value at the beginning of the Policy Month before deduction of the Cost of Insurance for the current Policy Month.

The next item shows the minimum and maximum total operating expenses charged by the underlying Funds that You may pay periodically during the time that You own the Policy. A complete list of underlying Funds available under the Policy, including their annual expenses, may be found at the back of this document.

Total Underlying Fund Expenses

 

     Minimum     Minimum  

(expenses that are deducted from Underlying Fund assets, including
management fees, distribution and/or service (12b-1) fees, and other expenses)1

     0.21     1.15

 

1 

Underlying Fund expenses are as of 12/31/23, and can vary over time. The fees in the table above do not reflect any expense reimbursement or fee waiver arrangements, which would reduce the fee amounts.

 

PRINCIPAL RISKS OF INVESTING IN THE POLICY

There are risks associated with investing in the Policy.

Investment Risk

You can lose money in a variable life insurance policy, including potential loss of Your original investment. The value of Your investment and any returns will depend on the performance of the underlying Funds You select. Each Fund may have its own unique risks.

Liquidity Risk

Variable life insurance is not a short-term investment vehicle. The surrender charge applies for a number of years, so that the Policy should be purchased only for the long-term. You therefore should carefully consider Your income and liquidity needs before purchasing a Policy. Thus, ownership of the Policy creates risk associated with holding an investment that is not completely liquid.

Constraints on Access to Your Cash Value

You can fully surrender Your Policy at any time, but a full surrender will terminate the Policy and all of its benefits. After the Policy has been in force for one year, You can take partial surrenders. The maximum partial surrender amount is the Policy’s unloaned Accumulation Value, but no more than the total Accumulation Value less $10,000. We reserve the right to limit the number of partial surrenders to three per Policy Year. Any Policy loan You take will incur interest and the amount taken as a loan will not participate in the investment performance of the variable investment options. Additionally, if You take a loan or partial surrender, there may be a decrease the Surrender Value and the Variable Death Benefit. The reduction would be in the same proportion as the partial surrender is to the Accumulation Value, and therefore the reduction could be greater than the amount surrendered.

Risk of Lapse

If Your Policy has an outstanding Policy loan, Your Policy will remain in force unless a Monthly Deduction exceeds the net Surrender Value. If the Monthly Deduction exceeds the net Surrender Value (“Default”), Your

 

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Policy may lapse, or end. In such case, to continue Your Policy in force, You will be required to pay the amount equal to the estimated amount needed to keep Your Policy in force for three months from the date of Default. If Your Policy lapses, it may not be reinstated. Withdrawals, fees and charges, loans (and associated loan interest) and poor investment performance can negatively affect net Surrender value, and increase the risk of Policy lapse.

Transfer Risk

Transfers in and out of the Fixed Account are limited to one transfer per year and transfers among the Subaccounts are limited to no more than six per year. 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 Unloaned Accumulation Value to exceed 50%. Because of these restrictions on transfers, You should realize that Policy value You have allocated to the Fixed Account and the Subaccounts can be required to be kept there for an extended period of time. We reserve the right to reject or restrict transfers if an underlying Fund or We determine the transfers reflect disruptive trading. Minimum transfer limits apply. Thus, ownership of the Policy involves certain restrictions on Your ability to make transfers.

Insurance Company Insolvency

It is possible that We could experience financial difficulty in the future and even become insolvent, and therefore be unable to meet Our obligations under the Policy. In particular, Our experiencing financial difficulty could interfere with Our ability to fulfill Our obligations under the Fixed Account and with Our ability to pay the death benefit. In general, note that all guarantees under the Policy are supported by Our general account and thus depend on Our financial strength and claims-paying ability.

Tax Consequences

Surrenders are generally taxable to the extent of any earnings in the contract, and prior to age 5912 a tax penalty may apply. In addition, even if the Policy is held for years before any surrender is made, surrenders are taxable as ordinary income rather than capital gains. Because this Policy is generally a MEC under the tax code, Policy loans can have tax consequences. Adverse tax consequences can arise when You take a loan or partial surrender—please see Federal Income Tax Considerations later in this prospectus.

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 service providers, 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 cybersecurity incidents. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, denial of service attacks on systems and websites, unauthorized release of confidential customer information and other operational disruptions that could severely impede our ability to conduct our business and administer the Policy (e.g., calculate unit values or process transactions).

Financial services companies and their third-party service providers are increasingly the targets of cyber-attacks involving the encryption and/or threat to disclose personal or confidential information (e.g., ransomware) or disruptions of communications (e.g., denial of service) to extort money or for other malicious purposes. The techniques used to attack systems and networks change frequently, are becoming more sophisticated, and can originate from a wide variety of sources. The use of remote or flexible work arrangements, remote access tools and mobile technology have expanded potential targets for cyber-attack.

System failures and cybersecurity incidents affecting us, the funds, intermediaries and service providers may adversely affect us, our ability to administer the Policy and your interest in the Policy. There may be an increased

 

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risk of cyber-attacks during periods of geopolitical or military conflict. Although we undertake preventative and detective measures to protect our systems from cyber-attacks, there can be no guarantee that we or our service providers will be able to avoid all cybersecurity incidents affecting Policy Owners in the future. It is possible that a cybersecurity incident could persist for an extended period of time without detection.

We may also be 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, geo-political disputes, military actions, malicious acts and terrorist acts, any of which could adversely affect our ability to conduct business and administer the Policy. 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 third-party service providers to perform their job responsibilities.

 

NASSAU LIFE, THE SEPARATE ACCOUNT, THE FIXED ACCOUNT AND THE SUBACCOUNTS

Nassau Life Insurance Company

NNY, with its home office at One American Row, Hartford, Connecticut 06102-5056, 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 principal underwriter for the Policies, and the Nassau Companies of New York, which provides administrative services for the Policies.

Prior to July 8, 2020, the issuer of the Policy was Foresters Life Insurance and Annuity Company (“FLIAC”). FLIAC was acquired by NNY on July 1, 2020. Following the acquisition, on July 8, 2020, FLIAC merged with and into NNY, with NNY as the surviving company (the “Merger”). 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 at P.O. Box 22012, Albany, New York 12201 (or 15 Tech Valley Drive, Suite 201, East Greenbush, New York 12061 for overnight mailings). 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 1-321-400-6316. You may also contact Us through Our website at www.nfg.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.

 

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

All the income, gains and losses (realized or unrealized) resulting from assets allocated to Separate Account E are credited to or charged against Separate Account E without regard to Our other businesses. 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 of the VIP Series or in the Goldman Sachs Government Money Market Fund at the net asset value. We own the shares of the underlying Funds, not You.

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

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 interest at an effective annual rate of at least 3.00%. 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. The Fixed Account is not registered under the Securities Act of 1933. Moreover, neither the Fixed Account nor the General Account are registered as investment companies 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.

The Subaccounts

Each of the Subaccounts available under the Policy invests in a corresponding underlying Fund. You are not investing directly in the underlying Funds. Each underlying Fund is a portfolio of an open-end management investment company that is registered with the SEC under the Investment Company Act of 1940. The underlying Funds are not publicly traded and are offered only through the purchase of a Policy or another variable life policy or variable annuity contract issued by NNY or by other insurance companies or tax qualified plans. Although some of the Funds may have similar names, the same portfolio manager(s) and the same investment objectives as

 

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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. Accordingly, the performance of the underlying Fund is likely to be different from that of the retail mutual fund, and You should not compare the two.

The Funds are selected to provide a range of investment options from conservative to more aggressive investment strategies.

Each Subaccount of the Separate Account is subject to market fluctuations and the risks that come with the ownership of any security; and there can be no assurance that any investment option will achieve its stated investment objective.

Information regarding each underlying Fund, including (i) its name (ii) its type (e.g., money market fund, bond fund, balanced fund, etc.) or a brief statement concerning its investment objectives (iii) its investment adviser and any sub-investment adviser (iv) current expenses and (v) performance is available in Appendix A to this prospectus. Each underlying Fund has issued a prospectus that contains more detailed information about the Fund. Electronic copies of those prospectuses can be found online at https://dfinview.com/Nassau-PHL/TAHD/NAS000023. You can also request paper copies of prospectuses at no cost by calling 1-800-832-7783 or by sending an email request to customer_contact_center@nfg.com.

THE POLICY

HOW THE POLICY WORKS

The Policy is described as “variable” because the amount of Your death benefit, Accumulation Value and loan value (the amount You can borrow) may increase or decrease depending on, among other things, the investment performance of the Subaccount(s) You select. You bear the entire investment risk with respect to the Policy’s Accumulation Value which is allocated to the Separate Account E Subaccounts. We bear the investment risk with respect to that portion of the Policy’s Accumulation Value which is allocated to the Fixed Account. The death benefit is never less than the Guaranteed Minimum Death Benefit (adjusted for Policy loans and accrued loan interest). The discussion in this prospectus generally assumes that there have been no Policy loans. The death benefit and Accumulation Value, among other things, are affected if a Policy loan is made.

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 approving an application, We conduct “underwriting” to determine the designated Insured’s insurability and underwriting (insurance risk) classification. If Your application is approved, We will credit Your Policy with the initial premium and make the first Monthly Deduction on the date that the Policy is issued (the “Issue Date”). Until such time, Your initial premium is held, without earning interest, in Our General Account. If a Policy is not issued, We will return Your premium without interest. We reserve the right to reject any application or premium for any reason.

The Insured is covered under the Policy as of the Policy’s issue date. Conditional coverage may be available prior to the issuance of a Policy if all conditions set forth in the application are satisfied. The Policy requires an initial single premium. You have the option of making additional premium payments as described further below. If Your Policy does not have a Policy loan balance, it will stay in force until maturity at age 100 of the Insured for Policies issued before 10/1/2008 and at age 121 for Policies issued on and after 10/1/2008, unless You decide to surrender it. The portion of Your premiums that is allocated to the Subaccounts is used to purchase Accumulation Units of the Subaccounts.

We value Accumulation Units as of the regularly scheduled close of regular trading on the New York Stock Exchange (“NYSE”) (normally 4:00 p.m., Eastern Time) each day that the NYSE is open (“Business Day”).

 

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PREMIUMS

Your Initial Premium

The initial premium You pay is determined by the initial Face Amount of insurance and the Insured’s age, sex and underwriting classification. There is a $5,000 minimum initial premium requirement for issue ages 0-14 and a $10,000 minimum initial premium requirement for issue ages 15 and above.

We allocate assets to Our General Account to accumulate as a reserve for the contingency that the Insured will die when the Guaranteed Minimum Death Benefit exceeds the death benefit payable without such guarantee. In setting premium and cost of insurance rates, We take into consideration actuarial estimates of projected death and surrender benefit payments, lapses, expenses, investment returns, and an overall profit to Us from the Policies.

Optional Additional Premiums

Once each Policy Year, You may make one additional premium payment. The maximum allowable attained age to make additional premium payments is 95. The minimum amount is $500 and the maximum is 10% of the initial premium payment. However, the additional Face Amount of insurance purchased by additional premium payment(s) (as discussed below) cannot cause the total Face Amount of the Policy to exceed the Cumulative Face Amount Limitation of two times the initial Face Amount of the Policy.

Each additional premium purchases additional Face Amount of insurance at rates based on the Insured’s attained age at the time of the premium payment, and the Insured’s sex and underwriting class. A new schedule of Surrender Charges is associated with each additional premium. We may request that You provide evidence of insurability satisfactory to Us and We may limit or reject any additional premium paid. We will determine if We require such evidence and send You notice with all documents and other requirements within 15 days of Our receiving the additional premium.

If You have a loan balance, We apply premium payments We receive from You first to repay any loan balance. We apply any excess after repayment of any loan balance as an additional premium. Amounts We receive under the Grace Period or Reinstatement provisions of the Policy will be applied in the manner described in those provisions. Any required amount applied as an additional premium payment in such cases will not be subject to the premium limitations or the Cumulative Face Amount Limitation or any other limitation concerning payment of additional premiums, but will be counted against those limitations with respect to any future premium payments.

ALLOCATION OF 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 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%.

Subsequent premiums will be allocated according to Your allocation instructions on file, unless You request a change in Your allocation instructions. A change in the allocation percentages for future additional premiums will affect reallocations occurring under the Automated Subaccount Reallocation Option. See the description under “Automated Subaccount Reallocation Option” for additional information.

The initial premium is credited to Your Policy on the Policy’s issue date. Subsequent additional premiums (if any) that You allocate to a Subaccount are credited to Your Policy based on the Subaccount’s Unit Value that is

 

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computed as of the end of the later of the Business Day on which We receive the payment or the Business Day that We receive any satisfactory evidence of insurability which We may require. If We receive the later of these after the end of a Business Day, the Unit Value computed as of the end of the next Business Day will be used.

Reallocating Among Investment Options

Subject to the restrictions discussed below, You may change the allocation of Your Accumulation Value among the Subaccounts, or among the Subaccounts and the Fixed Account, through a Transfer of Accumulation Value by written notice, by telephone, or through participation in Our Systematic Transfer Option or participation in 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 Accumulation Value

You may transfer the 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 either to or from the Fixed Account is allowed in any 12-month period.

The minimum transfer amount You may request 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 Unloaned Accumulation Value to exceed 50%. The “Unloaned Accumulation Value” is the Policy’s total Accumulation Value, excluding any amount that is being held in the Policy’s Loan Account as a result of any loans You have taken from the Policy.

We charge a $10 fee for transfers in excess of four per Policy Year including those involving the Fixed Account (see “Fees, Charges and Expenses”). The transfer fee, if applicable, is deducted from the Subaccounts and/or the Fixed Account in addition to and proportional with the amount transferred from each account, except that in the case of a 100% transfer from any account, the charge is deducted from the amount otherwise transferable.

A transfer of 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. We may defer transfers under the conditions described under the section entitled “Payment and Deferment”.

Telephone Transfer Option

You may make transfers of the Accumulation Value among the Subaccounts as described above by telephone by calling (800) 832-7783. 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 also require written confirmation of Your request.

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 at any time without revoking or limiting all owners’ 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.

 

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Systematic Transfer Option

You may request that a specified dollar amount of 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 the Accumulation Value in that Account is depleted. Such termination as to one originating account will not have the effect of increasing any amounts thereafter transferred from other originating accounts under the Systematic Transfer Option. 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 the section, “Transfer of Accumulation Value” above). However, We may impose a charge in the future for this option not to exceed $10. The systematic transfer option terminates if and when the Accumulation Value remaining in all of the originating accounts 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 Values at quarterly intervals according to the most recent Premium Allocation 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 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.

Any requested changes in Your Premium Allocation percentages are reflected in the next quarterly reallocation following the change. The reallocation will only affect the allocation of Accumulation Values among the Subaccounts. It will not affect the Fixed Account Accumulation Value. Reallocation transfers of Accumulation Value made under this option are not subject to the minimum transfer amount described under “Transfer of Accumulation Value” in this section. 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 may impose a charge for this option in the future not to exceed $10.

A transfer of Accumulation Value made while this Automated Subaccount Reallocation Option is in effect automatically terminates the option. You may subsequently reelect this option by making a request in the manner described above. We may terminate this option or modify Our rules governing this option by giving You 31 days written notice.

What are Our Policies on Frequent Reallocations Among Subaccounts?

The Policy is designed for long-term investment purposes. It is not intended to provide a vehicle for frequent trading or market timing. We therefore limit reallocations to six transfers between two or more Subaccounts in any 12-month period, not including transfers pursuant to the Systematic and Automatic Transfer Options discussed above. We apply this limitation uniformly to all Policies.

 

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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 made by telephone, and complies with Our requirements. We will not accept transaction requests by any other means, including, but not limited to, facsimile or e-mail. As described in the Fund prospectuses, the Funds have policies and procedures to detect, deter and prevent frequent trading, and to 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, We have agreed to honor instructions from the Funds to restrict or prohibit further purchases or transfers of shares by any Policyowner that has been identified by the Funds as having violated its market timing policies. Accordingly, We may be required to reject any reallocation request, without any prior notice, that is determined by the Funds to be part of a market timing strategy.

What Are 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; (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.

In the case of the Subaccounts that invest indirectly in high yield bonds and stocks of small and mid-sized companies, 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 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. The death benefit is the greater of the Guaranteed Minimum Death Benefit or the Variable Death Benefit, as described below. We reduce the death benefit to reflect any Policy loan and loan interest. Any partial surrenders also reduce the Guaranteed Minimum Death Benefit in the manner described below and (because they will also reduce the Accumulation Value used to compute the Variable Death Benefit) partial surrenders will reduce the Variable Death Benefit.

Generally, We pay the death benefit within seven days after We receive all claim requirements at Our Administrative Office. If no settlement option is elected, We pay interest on death benefit proceeds from the date of death until We pay the death benefit. The interest rate is guaranteed to be at least 212%, but may be increased. If the Policy’s death benefit exceeds $1,000, the proceeds can be applied to a settlement option. Prior to the Insured’s death, the Policyowner can elect the settlement option or change a previously elected settlement option. At the time of the Insured’s death, if the Policyowner did not make an election, the beneficiary may apply the proceeds to one of the settlement options. We must receive an election of or a change to a settlement option in

 

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writing at Our Administrative Office in a form acceptable to Us. The settlement options are described later in this prospectus.

Guaranteed Minimum Death Benefit

The Guaranteed Minimum Death Benefit on the issue date of Your Policy is equal to the initial premium. Thereafter, the Guaranteed Minimum Death Benefit is increased by the amount of any additional premium paid and is proportionally decreased by any partial surrender of Accumulation Value. The proportion by which the Guaranteed Minimum Death Benefit is decreased in that case is the same proportion as the amount of Accumulation Value surrendered bears to the total Accumulation Value prior to such surrender.

Should Your Policy lapse and be reinstated, the Guaranteed Minimum Death Benefit will be the same as on the date of Default, increased by any amounts applied as a required additional premium payment. See “Reinstatement” for additional information.

Variable Death Benefit

The Variable Death Benefit at any time is equal to the total Accumulation Value divided by the net single premium per dollar of insurance, as discussed further below. Because the Variable Death Benefit is based in part on the amount of a Policy’s Accumulation Value, a higher Accumulation Value at a given time will result in a higher Variable Death Benefit than would a lower Accumulation Value under the same Policy at the same time. Therefore, anything that increases Your Policy’s Accumulation Value (such as additional premiums that You pay or favorable returns from the investment options You select) will tend to increase the amount of the Variable Death Benefit. On the other hand, anything that decreases Your Policy’s Accumulation Value (such as partial surrender, poor performance in the investment options You select, or the charges and expenses to which Your Policy is subject) will tend to decrease the amount of the Variable Death Benefit.

The Policy contains a schedule of the net single premiums per dollar of insurance that will apply at each age that the Insured attains during the life of the Policy. (Although the Table in the Policy sets forth the net single premiums per dollar of insurance only at one-year intervals, “interpolated” numbers are used to reflect the actual time during the Policy Year when an Insured dies.) Also, the value shown in the illustration that You receive with Your Policy will, to the extent relevant, reflect the operation of the net single premium per dollar amount of insurance under Your Policy. If You wish further information, please contact Your representative.

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 1980 Commissioners Standard Ordinary Mortality (CSO) Table for the Insured’s sex and smoking status for Policies issued before 10/1/2008 and the 2001 CSO Table for Policies issued on and after 10/1/2008 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 Variable 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.

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 Variable Death Benefit will be smaller in relation to the Policy’s Accumulation Value than it was the year before. This will tend to offset any increases in the Variable Death Benefit that would otherwise result from any increase in Your Policy’s Accumulation Value over time and to accentuate any decreases in the Variable Death Benefit that would otherwise result from any decrease in Your Policy’s Accumulation Value over time.

 

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Other Benefits Available Under The Policy

In addition to the standard death benefit associated with Your Policy, other standard benefits may also be available to You. The following table summarizes information about those benefits. Information about the fees associated with each benefit included in the table may be found in the Fee Table.

 

Name of Benefit   Purpose   Is Benefit
Standard or
Optional
  Brief Description of
Restrictions/Limitations
       
Systematic Transfer Option   Automatically transfers a specified dollar amount of Subaccount Accumulation Value from any one or more Subaccounts to any one or more other Subaccounts   Standard  

•   Minimum transfer amount is $100

•   Not available for the Fixed Account

•   Program transfers do not count toward annual transfer limit

•   Program may be discontinued or modified in the future

       
Automated Subaccount Reallocation Option   Automatically reallocates the Subaccount Accumulation Values at quarterly intervals according to the most recent Premium Payment allocation   Standard  

•   Not available for the Fixed Account

•   A transfer request made while this option is in effect cancels enrollment

•   Program transfers do not count toward annual transfer limit

•   Program may be discontinued or modified in the future

       
Policy Loan   Loan feature allows You to take loans, using Policy value as collateral   Standard  

•   We deduct the amount of any outstanding loans plus any accrued loan interest before We calculate the death benefit and net Surrender Value

•   Amounts taken as a Policy loan:

(a)   do not participate in the performance of the variable investment options;

(b)   may reduce the Policy value, net Surrender Value and death benefit;

(c)   may increase the risk of lapse; and

(d)   may have tax consequences.

 

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ACCUMULATION VALUE

Determining Your Accumulation Value

The Accumulation Value You have in Your Policy varies daily depending on, among other things, the investment experience of the Subaccounts You have selected and the proportion of Your Accumulation Value which You have allocated to the Fixed Account. The total Accumulation Value is equal to the sum of the Accumulation Values in each of the Subaccounts, the Fixed Account, and the Loan Account.

Fixed Account Accumulation Value

On the Issue Date, the Fixed Account Accumulation Value is equal to the portion of the initial 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 premiums allocated to the Fixed Account;

 

3. 

any transfers into the Fixed Account, including transfers due to the repayment of a loan;

 

4. 

interest accrued on the Fixed Account Accumulation Value;

 

less

the sum of the following transactions that have occurred since the last Monthly Deduction Date;

 

1. 

the portion of the Monthly Deduction for the current Policy month allocated to the Fixed Account;

 

2. 

any transfers out of the Fixed Account, including transfers due to the making of a loan; and

 

3. 

any partial surrenders allocated to the Fixed Account.

Loan Account Accumulation Value

If You have not taken any Policy loans, Your Loan Account value is zero. The Loan Account Accumulation Value is equal to the amount of Your loan(s) minus any loan repayments plus accrued interest. The balance in the Loan Account is credited with interest at an effective annual rate of 4%.

Subaccount Accumulation Value

The Accumulation Value in each Subaccount at any time is equal to the number of units a Policy has in the Subaccount, multiplied by the Subaccount’s Unit Value. Amounts You allocate to or transfer into a Subaccount are used to purchase units in the Subaccount. We redeem units when amounts are deducted, transferred, or surrendered from a Subaccount. These purchases and redemptions of units are referred to as “Policy Transactions”. These Policy Transactions include the portion of premium payments, full or partial surrenders, loans or loan repayments, and the Monthly Deduction, allocated to the Subaccounts. They also include transfers into or out of a Subaccount.

The number of units a Policy has in a Subaccount at any time is equal to the number of units purchased minus the number of units redeemed in the Subaccount up until that time. The number of units purchased or redeemed as a result of a Policy transaction is equal to the dollar amount of the Policy transaction divided by the Subaccount’s Unit Value on the date of the Policy transaction.

Unit Values are determined as of the end of each Business Day. The Unit Values that apply to a Policy transaction made on a Business Day are the Unit Values as of the end of that day. If We receive Your request or other documentation for a transaction after the end of a Business Day, it is processed based on the Unit Values as

 

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of the end of the next Business Day. The Unit Value of a Subaccount on any Business Day is equal to the Unit Value on the previous Business Day, multiplied by the net investment factor for that Business 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 Fund in which the Subaccount invests at the end of the Business Day, plus the per share amount of any dividend or capital gain distribution from 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 portfolio of the Fund on the previous Business Day. The net asset value of a Fund’s shares is the value reported to Us by the Fund’s investment advisor.

The Policy offers the possibility of increased Accumulation Value resulting from good investment performance. However, there is no assurance that any increase will occur. It is also possible, due to poor investment performance, for the Accumulation Value to decline. You bear all the investment risk for that portion of Your Accumulation Value allocated to the Subaccounts.

Deduction of Cost of Insurance Protection from Accumulation Value

Your Accumulation Value reflects a monthly charge for the cost of insurance protection. We issue variable life insurance policies to (1) persons with standard mortality risks and (2) persons with higher mortality risks, as Our underwriting rules permit.

We determine the current Cost of Insurance Charge by multiplying the Policy’s total Accumulation Value by a Cost of Insurance Rate, expressed as a percentage of Accumulation Value as of the date of the deduction. We may change the method for determining the charge, including one based on the Policy’s Net Amount at Risk, as discussed below. This could enable Us to deduct more cost of insurance charges than would Our current method. We allocate this charge to the Subaccounts and/or Fixed Account in the same proportion as the Accumulation Value in each of the Subaccounts and/or the Fixed Account bears to the sum of the Accumulation Values in the Subaccounts and/or Fixed Account respectively.

Regardless of what method We use for computing the charge, the Cost of Insurance Charge for any month will never exceed the guaranteed monthly maximum Cost of Insurance Rate multiplied by the Net Amount at Risk (as defined in the Policy) on the date of the deduction. The guaranteed monthly maximum Cost of Insurance rates are based on the 1980 CSO Table for the sex and smoking status of the Insured for Policies issued before 10/1/2008. The guaranteed monthly maximum Cost of Insurance rates are based on the 2001 CSO Table for the sex and smoking status of the Insured for Policies issued on and after 10/1/2008.

We currently charge monthly Cost of Insurance rates that are generally less than the Guaranteed Maximum Monthly Cost of Insurance rates. We may change Cost of Insurance rates based on expectations of future experience. If We make such a change, it will apply to all insureds who have the same age at issue, date of issue, sex and underwriting classification. We will review Our current cost of insurance rates for the Policies at least once every five years. We will also review such rates for outstanding Policies in any year in which rates are changed for new Policies on the same form.

We will not change the Cost of Insurance rates because of any change in the Insured’s health, occupation, or avocation. Each Policy contains a schedule of the Maximum Guaranteed Cost of Insurance rates. Also, the values shown in the illustration that You receive with Your Policy will reflect the operation of the cost of insurance rates under the Policy, both on a current charge basis and a guaranteed maximum charge basis. If You wish further information, please contact Your representative. We currently charge the same Cost of Insurance rate, in certain cases, across different ages and different underwriting classifications. We may charge different rates in the future for such ages and underwriting classifications.

 

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SURRENDERS

Total Surrenders

You can surrender the Policy for its net Surrender Value at any time while the Insured is living. The Policy’s net Surrender Value is its Accumulation Value, less the amount of any applicable Surrender Charge and less the amount of any outstanding Policy loan balance and accrued interest. If You request a total surrender, it will be effective on the Business Day that We receive both the Policy and a written request at Our Administrative Office. We calculate the amount of the Surrender Charge as explained in the “ Fees, Charges and Expenses” section of this prospectus.

The amount of any full or partial surrender in excess of the Preferred Surrender Amount is subject to the surrender charge percentage schedule. You may elect to receive Your Surrender Value:

 

1.

paid to You in one sum; or

 

2.

applied under a settlement option You elect.

We may defer sending the surrender amount under the conditions described in “Payment and Deferment”.

Partial Surrender of Accumulation Value

After the Policy has been in force for one year, You can take partial surrenders. The partial surrender will be effective on the Business Day We receive Your request. The minimum partial surrender amount is $500. The maximum partial surrender amount is the Policy’s Unloaned Accumulation Value, but no more than the total Accumulation Value less $10,000. We reserve the right to limit the number of partial surrenders to three per Policy year.

The amount of the partial surrender is deducted from the Policy’s Accumulation Value. Unless You instruct Us otherwise, We withdraw the partial surrender from the Subaccounts and/or Fixed Account in the same proportion as the Accumulation Value in each Subaccount and/or the Fixed Account bears to the sum of the Accumulation Values in these Accounts. The amount of the partial surrender in excess of the Preferred Surrender Amount is subject to a Surrender Charge which is determined as described under “Fees, Charges and Expenses”.

The Guaranteed Minimum Death Benefit is decreased by the proportion that the amount of any partial surrender of Accumulation Value bears to the total Accumulation Value prior to such surrender.

We charge $25 to process each partial surrender. We deduct this charge from the Accumulation Value remaining after the partial surrender. To the extent there is a balance remaining, the charge is 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 surrender. Any portion of this charge that cannot be assessed due to insufficient value in any account is allocated proportionally to the balances in the remaining accounts. We may limit the number of partial surrenders in any Policy year to three. We will usually pay the Surrender Value within seven days. However, We may delay payment under certain circumstances described under “Payment and Deferment”. You should be aware that any full or partial surrender will have tax consequences. See “TAX INFORMATION.” We may deduct withholding taxes from the Surrender Value.

POLICY LOANS

You may borrow from the Accumulation Value of Your Policy. Because this Policy is generally a MEC under the tax code, Policy loans can have tax consequences. Therefore, You should consult a tax adviser before taking a loan. You may borrow up to 75% of the Surrender Value during the first three Policy years, or 90% of the Surrender Value after the first three Policy years.

 

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Your Policy is assigned to Us as sole security. (The “Surrender Value” is the Accumulation Value, less any then-applicable surrender charge.) If Your Policy is continuing in force as Guaranteed Paid-Up Insurance, the Loan Value will be the Surrender Value on the next Policy Anniversary, less interest at the Policy Loan Interest Rate to the next Policy anniversary.

The smallest loan that may be made is $500, or the loan amount available, if less. A Policy loan may be repaid in full or in part. The loan repayment may not be less than $100, or the loan balance, if less. If You have a loan balance, We apply any amount We receive from You first to repay any loan balance with any excess applied as an additional premium. We may defer loan proceeds under certain conditions described under “Payment and Deferment”.

Interest on Policy loans accrues daily at an effective annual interest rate of 6%. Interest is due and payable at the end of each Policy year. When a Policy loan is made, a part of the Accumulation Value is transferred from the Subaccounts and/or the Fixed Account to the Loan Account. Conversely, when a loan repayment is made, a portion of the Accumulation Value in the Loan Account equal to the amount of the loan repayment is transferred back into the Subaccounts and the Fixed Account, if applicable.

On the first Business Day of each Policy year, and at the time a loan is taken or repaid, a Policy loan is made for any loan interest accrued and unpaid as of that time, and a corresponding transfer of Accumulation Value into the Loan Account is made. Amounts that are transferred into the Loan Account no longer earn the rates of return applicable to the originating accounts. Instead, they are credited with interest at an effective annual rate of 4%, during the period the loan is outstanding. Therefore, any Policy loan will permanently affect the Surrender Value and the Variable Death Benefit, whether or not repaid in whole or in part.

Policy loans are allocated among the Subaccounts and/or Fixed Account in the same proportion as the Accumulation Value then in each. Loan repayments and loan balancing transfers will be allocated among the Subaccounts and/or Fixed Account using the Premium allocation percentages then in effect. We subtract the amount of any outstanding loan plus accrued interest from any death benefit or any proceeds from a total surrender that We pay or from the amount applied to a settlement option.

If on any Monthly Deduction Date, Your outstanding loan with accrued interest ever equals or exceeds the Policy’s Surrender Value, We mail notice of such event (called a default) to You and any assignee, provided We have received notice of assignment, at the last known address within 30 days. The Policy terminates 61 days after the date of default. The Policy does not terminate if You make the required payment referred to below under “Grace Period” within that 61-day period.

SETTLEMENT OPTIONS

Upon death of the Insured or total surrender, You or Your beneficiary may elect to apply all or a portion of the proceeds under any one of the following fixed benefit settlement options rather than receive a single payment of Policy proceeds. However, the Policy proceeds must be at least $1,000 and the settlement option chosen must result in an annual payment of at least $50.00. 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. There are no withdrawal rights under the settlement options, except for the Proceeds Left at Interest option. NNY may allow withdrawal of the present value of income payments under non-life contingent settlement options at its discretion. Federal tax consequences may vary depending on the settlement option chosen. You should consult a tax adviser prior to selecting a settlement option. The settlement options are as follows:

Proceeds Left at Interest

Proceeds left with Us to accumulate for any period agreed on, with interest payable at a rate of 212% per year, which may be increased by additional interest, in Our sole discretion.

 

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Payment of a Designated Amount

Payments in installments until proceeds applied under the option and interest on unpaid balance at a rate of 212% per year and any additional interest are exhausted. Whether any such additional interest would be paid would be solely within Our discretion.

Payment for a Designated Number of Years

Payments in installments for up to 25 years, including interest at a rate of 212% per year. Payments may increase by additional interest, which We would pay at the end of each installment year. Whether any such additional interest would be paid would be solely within Our discretion.

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. Whether any such additional interest would be paid would be solely within Our discretion.

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.

The terms and conditions of the payment options are described in more detail in the Policy. Also, We may make other payment options available in Our sole discretion. When a payment option goes into effect, We will issue a separate payment contract that will contain additional terms and conditions applicable to the payment option selected. You may obtain additional information in this regard from Your representative.

OTHER PROVISIONS

Age and Sex

If You have misstated the age or sex of the Insured, the benefits available under the Policy are those that the premiums paid would have purchased for the correct age and sex. For purposes of the Policy and this prospectus, references to the Insured’s age are to the “issue age” set forth in the Policy, plus the number of complete years elapsed since the Policy’s issue date.

Ownership

You may change the Ownership of this Policy. A change in Ownership will take effect on the date the change is signed by the previous Owner. However, any Policy transactions processed by Us prior to Us receiving notice of the change of Ownership will not be affected.

We will send all communications to the last address We have on record for the Owner. Therefore, You should send Us notice of any change in Your address. If a Policy has more than one Owner (i.e., there are joint owners of record), references in this prospectus to the Owner or to “You” and “Your” refer to such owners jointly. All joint Owners must join in any request, election or other exercise of rights under a Policy.

 

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Assignment

You may assign ownership rights under Your Policy from Yourself to someone else. However, the Assignment is not binding on Us unless it is in writing and filed with Us 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.

Beneficiary

This is the entity, person or persons You designate in the Policy to receive death benefits upon the death of the Insured. You may change this designation during the Insured’s lifetime. A change in beneficiary will take effect on the date the request is signed by You. However, any Policy Transactions processed by Us prior to Our receiving notice of the change of beneficiary will not be affected. If a beneficiary dies while the Insured is still living that beneficiary’s interest will pass to any remaining beneficiary, unless You make a new beneficiary designation. If no beneficiary is living at the time an Insured dies, the death proceeds will be paid to You or, if You are deceased, to Your estate.

Right to Examine

You have a period of time to review Your Policy and cancel it for a return of the premium paid. The duration and terms of the “right to examine” period vary by state, and are stated on the cover of Your Policy. At a minimum, You can cancel Your Policy at any time within 10 days after You receive Your Policy. You must return Your Policy along with a written request for cancellation to Us at Our Administrative Office.

Default

If Your Policy has an outstanding Policy loan, it goes into Default on any Monthly Deduction Date on which the Monthly Deduction exceeds the net Surrender Value. We will send You a Notice of Lapse within 30 days of Default. The Policy lapses, and thereby terminates without value, 61 days following the date of Default, as described under “Grace Period” below. A Policy that has lapsed may later be reinstated, subject to among other things, evidence of the Insured’s continuing insurability. See “Reinstatement”.

If Your Policy does not have a loan balance, it continues in force even if the Monthly Deduction exceeds the net Surrender Value. During this time, Monthly Deductions continue to be deducted until the remaining Accumulation Value is insufficient to cover such Deduction, the Policy’s Accumulation Value is maintained as negative values and the Policy’s Death Benefit provision remains in effect. This means that the Policy will only have a positive Accumulation Value to the extent that You pay an additional premium amount that exceeds the amount necessary to pay the accrued undeducted charges.

Guaranteed Paid-Up Insurance Option

You have the option to elect Guaranteed Paid-Up Insurance by giving notice to Us. You will no longer have the option to pay any additional premiums. We calculate the amount of Guaranteed Paid-Up Insurance using the net Surrender Value of Your Policy as a net single premium based on the age of the Insured at the time You elect this option.

You can 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. When You elect this option for Guaranteed Paid-Up Insurance, the 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. Once in Our General Account, the assets from the

 

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Accumulation Value in the Subaccounts and/or Fixed Account will be subject to general liabilities from Our business operations and to claims by Our general creditors.

Once You elect this option, You can surrender Your Guaranteed Paid-Up Insurance at any time for its Net Surrender Value. In determining that value, Surrender Charges will not apply. Your surrender request is effective on the date We receive Your notice and the Policy.

Exchange Privilege

The exchange privilege allows You to exchange the Policy for a permanent fixed life insurance policy that We issue on the Insured’s life. The exchange privilege is available:

 

 

within the first 18 months after the Policy’s issue date, or

 

 

if any Fund changes its investment adviser or makes a material change in its investment objectives or restrictions.

You do not need to provide evidence of insurability to exercise this privilege. The new policy will have a face amount equal to the Face Amount of the Policy. It also has the same issue date and risk classification for the Insured as the Policy does. We will base premiums for the new policy on the premium rates for the new policy that were in effect on the new policy issue date.

In some cases, We may adjust the cash value on exchanges. The adjustment equals the Policy’s Surrender Value minus the new policy’s Surrender Value. If the result is positive, We pay that amount to You. If the result is negative, You pay that amount to Us. We will determine the amount of a cash adjustment as of the date We receive the Policy and written request at Our Administrative Office.

Grace Period

Within 30 days following Default, We will notify You of the amount required to prevent termination of Your Policy. We will also notify any assignee of record. Your Policy lapses, and thereby terminates without value, 61 days following the date of Default, unless We receive the required amount by such time. The death benefit payable during the grace period equals the death benefit in effect on the date of Default, less the required amount computed as of that date.

To continue Your Policy in force, You will be required to pay the amount equal to the estimated amount needed to keep Your Policy in force for three months from the date of Default. Any amounts received are applied as a loan repayment, to the extent of any outstanding loan balance, with the excess applied as an additional premium.

Incontestability

We will 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 date of issue. We will not contest the validity of any increase in Face Amount that was subject to evidence of insurability after such increase has been in force during the lifetime of the Insured for two years from the effective date of the increase.

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. In particular, We can make any change or take any action We deem necessary in order for a Policy to continue to be treated as life insurance for federal income tax purposes. This could include, for example, refusing a partial surrender request or additional premium payment, revising a Policy’s schedule of net

 

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single premiums per dollar amount of insurance, requiring You to pay additional premiums, or making distributions to You from the Policy.

We may add or delete Subaccounts of Separate Account E or any other separate account as investment options under Your Policy. We may also make changes in, combine or reorganize, any of the Subaccounts. We may also replace any Fund with any other Fund or any other investment company or investment medium. We may also cause Separate Account E to terminate its registration under the 1940 Act, if at any time that is legally permitted.

It is not possible to foresee all of the reasons why We might make any changes such as those discussed in the preceding paragraph. Nevertheless, such reasons could include responding to any change in the investment program of any Fund; responding to any reorganization or liquidation of a Fund; terminating or replacing any investment option that has become unsuitable for any Policy; providing a more attractive selection of investment options to Policyowners, consistent with maintaining Our administration costs within reasonable limits; eliminating investment options in which Policyowners have evidenced limited interest; responding to a change in an investment adviser of a Fund or a change in control of any such adviser; and achieving administrative efficiencies that may benefit Us or Policyowners.

We will provide Policyowners with notice of any change that is material to them, but in the case of most of the changes discussed above, Policyowner agreement or approval would not be required. In some cases, regulatory approval or notice would be required. For example, as long as Separate Account E remains registered under the 1940 Act, current law requires, in many cases, that the SEC approve in advance the substitution of shares of any other Fund or investment company for the Fund shares in which any Subaccount invests.

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. 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.

Payment and Deferment

We will usually pay the death benefit, partial or full Surrender Value, or loan proceeds within seven days after We receive all documents required for such payments. However, We may delay payment:

 

1.

if a recent payment that You made by check has not yet cleared the bank (We will not wait more than 15 days for a check to clear); or

 

2.

during any period:

 

   

The New York Stock Exchange (“NYSE”) is closed other than customary weekend and holiday closings,

 

   

Trading on the NYSE, as determined by the SEC, is restricted,

 

   

An emergency, as determined by the SEC, exists as a result of which disposal of the Separate Account’s securities is not reasonably practicable or it is not reasonably practicable to determine the value of the Separate Account’s net assets, or

 

   

The SEC may by order permit for the protection of security holders.

Under a Policy continued as Guaranteed Paid-Up insurance or with respect to values held in the Fixed Account, We may defer the payment of the full or partial Surrender Value or loan proceeds for up to six months. If We postpone the payment more than 10 days, We pay interest at a rate of not less than 2.5% per year on the

 

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Surrender Value. We pay the interest from the date of surrender to the date We make payment.

Non-Participating Policy

This Policy does not provide for dividend payments. Therefore, it is “non-participating” in the earnings of NNY.

Policy Months, Years and Anniversaries

We measure Policy months, years and anniversaries from the date of issue of the Policy, which is generally the date on which We approve the application. Each Policy year commences on the anniversary of the date of issue.

Reinstatement

You may request reinstatement of a Policy that You did not surrender for its Surrender Value, within three years from the date of Default, in accordance with the Policy. You may not reinstate a Policy if You previously elected the Guaranteed Paid-Up Insurance Option. The conditions that You must meet to reinstate a Policy, and the amounts that You have to pay, are set forth in the Policy. We have two years from the effective date of reinstatement to contest the truth of statements or representations in Your application for reinstatement.

Suicide

If the Insured commits suicide within two years from the Policy’s issue date, Our liability is limited to all premiums paid, less any indebtedness. If the Insured commits suicide within two years of an increase in Face Amount that was subject to evidence of insurability, the following adjustments are reflected in the death proceeds:

 

1.

the Variable Death Benefit is reduced by one minus the ratio of the Variable Death Benefit immediately preceding the increase to the Variable Death Benefit immediately following the increase; and

 

2.

the premium paid at the time of the increase in Face Amount is refunded and is not reflected in the Minimum Guaranteed Death Benefit.

Valuation of Assets

We determine the Unit Values of the Subaccounts of Separate Account E and the Fixed Account as of the close of regular trading on the NYSE (normally 4:00 p.m. Eastern Time) each day that the NYSE is open (“Business Day”). The NYSE is closed on most national holidays and Good Friday. In the event that the NYSE closes early, the Unit Values will be determined as of the time of the closing. We value the shares of each Fund at the net asset value per share as determined by the Fund. Each Fund determines the net asset value of its shares as described in the Fund’s prospectus.

Processing Transactions

Generally, Your transaction requests (such as loan repayments, transfers and reallocation requests) will be processed as of the Business Day We receive them, if We receive them at Our Administrative Office in Good Order (i.e., in form and substance acceptable to Us) before the close of business on that day (generally 4 p.m. Eastern Time). If Your transaction request is received at Our Administrative Office in Good Order after the close of a Business Day, it will be deemed received and processed on the next Business Day. To meet Our requirements for processing transactions, We may require that You use Our forms.

 

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FEES, CHARGES AND EXPENSES

We describe below the fees and charges that You are required to pay to purchase and maintain the Policy. We guarantee that once You have purchased Your Policy, We will not increase the amount of the Separate Account Charge, the Transfer Fee or the Partial Surrender Fee. The discussion that follows, as well as the names given to certain charges, indicate the principal purpose of the fees. Nevertheless, the revenues from these charges may be used by Us for any purpose, including a purpose for which another charge is imposed, or retained by Us as a profit.

Transaction Fees

We charge fees for certain transactions as indicated below.

Transfer Fee

We charge a transfer fee of $10 for each transfer of Accumulation Value between any two or more of the Subaccounts, or between one or more Subaccounts and the Fixed Account, in excess of four per Policy Year, excluding transfers made under the Systematic Transfer Option or the Automated Subaccount Reallocation Option.

Partial Surrender Fee

We charge a $25 fee to process each partial surrender.

Surrender Charge

We deduct a Surrender Charge from the amount of full or partial surrenders of Accumulation Value to the extent they exceed the Preferred Surrender Amount. The Preferred Surrender Amount is equal to the greater of (a) or (b), where:

(a) is equal to:

 

1.

the Accumulation Value on the date of any full or partial surrender; less

 

2.

the total of the Adjusted Premiums, which is the total premiums paid (other than those to which previous prior partial surrenders have been allocated); and

 

(b)

is equal to 10% of the total of the Adjusted Premiums at the beginning of the Policy Year, less any partial surrenders previously made in the same Policy Year.

 

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The Surrender Charge is a percentage of the surrender that exceeds the Preferred Surrender Amount (“the Adjusted Surrender Amount”). The percentage declines based upon the number of years the corresponding premium has been invested and the age of the Insured on the date of the premium payment as shown in the table below.

 

   
Number of
Years from
Effective
Date of
Premium to
Date of
Surrender
 

For Policies Issued Before 10/1/2008
Insured’s Age on Date of

Premium Payment

 
  Ages
0-49
    Ages
50-59
   

Ages

60-69

   

Ages

70-80

    Ages 8
1-85
    Ages
86-95
 

Less than 1

    9.5     8.5     7.0     6.0     5.0     0.0

1-2

    8.0     7.0     6.0     4.5     4.0     0.0

2-3

    7.0     6.0     5.0     4.0     3.0     0.0

3-4

    6.0     5.0     4.0     3.0     2.0     0.0

4-5

    5.0     4.0     3.0     2.0     1.0     0.0

5-6

    4.0     3.0     2.0     1.0     0.0     0.0

6-7

    3.0     2.0     1.0     0.0     0.0     0.0

7-8

    2.0     1.0     0.0     0.0     0.0     0.0

8-9

    1.0     0.0     0.0     0.0     0.0     0.0

More than 9

    0.0     0.0     0.0     0.0     0.0     0.0

 

   

Number of
Years from
Effective
Date of
Premium to
Date of

Surrender

 

For Policies Issued On and After 10/1/2008
Insured’s Age on Date of

Premium Payment

 
  Ages
0-20
    Ages
21-30
    Ages
31-70
    Ages
71-80
    Ages
81-85
    Ages
86-95
 

Less than 1

    9.00     8.00     7.00     6.00     5.00     0.00

1-2

    8.00     7.00     6.25     4.50     4.00     0.00

2-3

    7.00     6.00     5.75     4.00     3.00     0.00

3-4

    6.00     5.00     5.00     3.00     2.00     0.00

4-5

    5.00     4.00     4.00     2.00     1.00     0.00

5-6

    4.00     3.00     3.00     1.00     0.00     0.00

6-7

    3.00     2.00     2.00     0.00     0.00     0.00

7-8

    2.00     1.00     1.00     0.00     0.00     0.00

8-9

    1.00     0.00     0.00     0.00     0.00     0.00

More than 9

    0.00     0.00     0.00     0.00     0.00     0.00

We apply the Surrender Charge to the Adjusted Surrender Amount in the following order: first against the most recent additional premiums which are still in effect, in the reverse order in which the additional premiums were received; and, then against any of the initial premium which is still in effect. A partial surrender reduces Your Accumulation Value. It also reduces the Guaranteed Minimum Death Benefit of Your Policy in the proportion that the total amount of the surrender bears to the total Accumulation Value of the Policy immediately prior to the surrender.

 

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PERIODIC CHARGES DEDUCTED FROM THE SUBACCOUNT VALUE

Cost of Insurance Protection Charge

We deduct a charge from the Subaccount assets attributable to Your Policy for the cost of insurance protection. We determine the current Cost of Insurance Charge by multiplying the total Accumulation Value by a Cost of Insurance Rate, expressed as a percentage of Accumulation Value. We may change the method for determining the charge, including one based on the Policy’s Net Amount at Risk. This Cost of Insurance Rate is based upon Your age, sex and underwriting classification (See “Deduction of Cost of Insurance Protection from Accumulation Value”). We expect to make a profit from this charge.

For policies issued before 10/1/2008, Our minimum and maximum annual current cost of insurance rates, as well as the rate for Our representative Insured as a percentage of the Accumulation Value are:

 

 

minimum: 0.00%;

 

 

maximum: 0.19%;

 

 

standard case: 0.06%.

For policies issued on and after 10/1/2008, Our minimum and maximum annual current cost of insurance rates, as well as the rate for Our representative Insured as a percentage of the Accumulation Value are:

 

 

minimum: 0.00%;

 

 

maximum: 0.24%;

 

 

standard case: 0.05%

The representative Insured referred to above is a male, age 55 at the Policy issue date, and in Our standard non-tobacco user underwriting class. The rate shown is for the first Policy year. We have the right to increase the charges shown, but not above the guaranteed maximum rates set forth in the Policy.

Separate Account Charge

We deduct from the Subaccount assets attributable to Your Policy a monthly charge to defray administrative and sales expenses and to compensate Us for certain mortality and expense risks that We assume. We compute the charge at an effective annual rate of 1.75% of the Subaccount Accumulation Value attributable to Your Policy. The mortality risk that We assume is that the person named as the Insured under the Policy will live for a shorter time than We have estimated. In that case, We will not receive enough from premiums and other charges to compensate Us for the death benefit We must pay. The expense risk We assume is that the expenses We incur in issuing and administering the Policies will be greater than We have estimated and based Our other charges on.

Policy Loan Interest

If You have an outstanding Policy loan, We charge interest that accrues daily at an effective annual rate of 6% compounding on each Policy anniversary.

The Policy loan interest rate is 6%. However, We credit You interest on amounts held in the Loan Account at an effective annual rate of 4%. As a result, the net interest rate as a cost to You is 2%.

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.

 

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Deductions from the Funds

Charges deducted from, and expenses paid out of, the assets of the funds are described in the prospectuses for the funds.

We begin to accrue and deduct all of the above charges and premiums on a Policy’s issue date. If a Monthly Deduction Date is not a Business Day, the Policy’s monthly deduction will be made as of the end of the next Business Day.

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 for the Policies. As a result of the acquisition of FLIAC by NNY, effective July 1, 2020, 1851 Securities, Inc., an affiliate of NNY due to common control, assumed the role of the principal underwriter for the Policies. 1851 also serves as principal underwriter 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 serving its principal underwriting function for 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, Hartford, CT 06103. 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 may pay compensation to Cetera in the form of commissions when a premium payment is made under a Policy. We pay commissions of 7.18% on premiums paid during the first Policy year and 0% on premiums paid thereafter. No other sales compensation is paid with respect to any other Policyowner transactions under the Policy. After the first Policy year, We may also pay Cetera an amount equal to 0.15% of a Policy’s Accumulation Value on an annual basis.

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 and otherwise applicable law, 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.

 

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The Policy does not assess a front-end sales charge, so You do not directly pay for the sales and distribution expenses of NNY when You make a premium payment. You 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 receives such payments with respect to the Policies. Depending on when You made Your last premium payment, Your Policy may be subject to a Surrender Charge if You fully or partially surrender the Policy. See “FEES, CHARGES AND EXPENSES—Surrender Charge” 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.

 

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 very general in nature. It does not cover all of the relevant federal tax law considerations and it does not address all of the details of the considerations that it does cover. Therefore, the below discussion is intended only to provide a general overview rather than to serve as a basis for a decision about whether to purchase a Policy or take any other action with respect to a Policy. For such advice, You should consult a qualified tax adviser. We strongly recommend that You obtain such advice prior to taking any such action.

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 Accumulation Value of the Policy, if any, that is attributable to the investments in the Subaccounts and the Fixed Account (known as the “inside build-up”) will not be subject to federal income tax, unless and until there is a distribution from the Policy (Policy loan and/or full or partial surrender); and

 

 

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

Surrenders and Loans

We have designed the Policy to be a MEC for federal income tax purposes. As a result, any loan, partial withdrawal, Assignment, pledge, lapse or surrender (a “Policy transaction”) by You is taxable to You to the extent there are gains in the Policy, and if the Policy transaction occurs before the age of 5912, a 10% penalty tax will also apply to any such taxable amounts, unless You qualify for one of the exceptions.

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

 

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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 that is not a MEC 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 distributions that are made from a MEC prior to age 5912 are subject to an additional 10% penalty. If a Policy is 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.

It is possible that a Policy that is issued in exchange for another insurance Policy that is not a MEC will not be treated as a MEC. If You are considering such an exchange, You should first consult with Your tax counsel concerning the tax treatment of such a Policy.

Whether or not a Policy is a MEC, if the Policy lapses after a Grace Period, the amount of any loan balance that You do not repay will, for federal income tax purposes, be treated as a distribution to You. That amount, therefore, may be subject to federal income tax (and, in the case of a MEC, tax penalties may apply), in the manner and to the extent discussed above for other distributions from a Policy.

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 responsible for 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 (indexed for inflation annually) that may apply in whole or in part depending on Your individual circumstances. 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 the 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 purposes of the GSTT. The Code provides an exemption to the GSTT (indexed for inflation annually) that may apply in whole or in part depending on Your individual circumstances.

Certain 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 upon this expectation, no charge is currently assessed against Separate Account E for such tax. If We incur such tax in the

 

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future, We may assess a charge for such tax against Separate Account E. 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, however, 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 of Separate Account E to which premiums under the Policy are allocated must be “adequately diversified” in accordance with the Code and Treasury Department regulations. The investment advisers of the Funds monitor each Fund’s 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.

Each of the Funds available under the Policy 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 disadvantages resulting from this arrangement. However, it is possible that a material conflict of interest could arise between the interests of Policyowners and Contractowners which invested 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 or funds for the Fund. In order for the Policies to continue to be treated as life insurance for federal income tax purposes, the Funds must limit the availability of their shares to certain types of purchasers. For example, if a variable annuity contract participating in a Fund does not qualify as life insurance or as an annuity for federal income tax purposes, Policies investing in that Fund could, as a result, also cease to be taxed as life insurance.

If Your Policy were to ever fail to qualify for taxation as a life insurance contract as discussed above, You would generally be subject to current federal income tax on any net income and gains of the Subaccounts in which You have Accumulation Value, and the Policy’s death benefit proceeds would lose their income tax-free status. These tax consequences would apply for the period of the failure and could continue for as long as Your Policy remains in force. This, however, is a risk that is also common to most other 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.

 

OTHER INFORMATION

VOTING RIGHTS

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

 

 

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

 

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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 other 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 Policy’s Accumulation Value in that 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.

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.

NASSAU LIFE (NNY) – LEGAL PROCEEDINGS

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 Separate Account and the principal underwriter is not currently involved in any litigation or arbitration.

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 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 the Company’s financial statements nor to have a material adverse effect on the principal underwriter. 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 with respect to each of the Company and the principal underwriter.

California Lapse Litigation: The Company is currently defending two putative class actions filed against Foresters Life and Annuity Insurance Company (“FLIAC”), which was merged into the Company effective July 8, 2020. Both cases allege FLIAC lapsed life insurance policies without fully complying with California Insurance Code §§ 10113.71 and 10113. 72 (the “Statutes”). The California Supreme Court held in McHugh v.

 

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Protective Life Insurance that the Statues applied to all life insurance policies issued and delivered in California, including those issued before the Statutes were enacted on January 1, 2013. The cases each purport to seek certification of a class comprised of all California policyowners whose policies lapsed without FLIAC first fully complying with the Statutes from January 1, 2013 through the present. As detailed below, neither case has resulted in a class being certified and both are currently proceeding as individual cases covering only the claims of the named plaintiffs.

Siino v. Foresters Life and Annuity Insurance Company: A putative class action was filed on April 28, 2020 against FLIAC. Plaintiff sought various forms of declaratory relief and asserted claims for breach of contract and violations of California’s Unfair Competition Law. On April 30, 2021, Plaintiff filed a motion for class certification. On January 12, 2022, the district court denied Plaintiff’s motion for class certification. Plaintiff filed a motion for partial summary judgment on her declaratory relief claim on December 8, 2022. On July 7, 2023, the district court entered an order granting in part and denying in part the requested relief. On August 11, 2023, Plaintiff requested dismissal of her remaining causes of action with prejudice, and requested final judgment in the case. The district court dismissed the remaining claims on August 14, 2023. FLIAC appealed the summary judgment decision to the United States Court of Appeals for the Ninth Circuit on September 12, 2023. Plaintiff filed a cross-appeal on September 18, 2023, challenging the district court’s denial of class certification. FLIAC filed its opening brief on February 6, 2024, and Plaintiff currently has a May 6, 2024 deadline to file her opening brief. The Company disputes the allegations in the complaint and will continue to vigorously defend this lawsuit.

Velez v. Foresters Life and Annuity Insurance Company: A putative class action was filed in the Los Angeles County California Superior Court on October 27, 2022 against FLIAC. Plaintiff seeks declaratory relief and asserts claims under California’s Unfair Competition Law. FLIAC removed the case to the United States District Court for the Central District of California on December 9, 2022. On August 15, 2023, Plaintiffs filed their motion for class certification. Plaintiffs later voluntarily withdrew their motion for class certification on October 18, 2023. On April 1, 2024, the parties filed a joint stipulation to stay the case in light of the appeal to the United States Court of Appeals for the Ninth Circuit in Siino v. Foresters Life and Annuity Insurance Company. The Court entered an order granting the stay on April 3, 2024. The Company disputes the allegations in the complaint and will continue to vigorously defend this lawsuit.

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 make available reports and other materials that contain 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, and at least once each year We will send a statement that gives You financial information about 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

Audited financial statements of the Separate Account and Nassau Life are included in the Statement of Additional Information. For a free copy of the Statement of Additional Information, simply call or write to our Customer Service Office. The Statement of Additional Information is also available on the SEC’s website at www.sec.gov.

 

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APPENDIX A: Funds Available Under the Policy

The following is a list of underlying Funds available under the Policy. More information about the underlying Funds is available in the prospectuses for the Funds, which may be amended from time to time and can be found online at https://dfinview.com/Nassau-PHL/TAHD/NAS000023. You can also request this information at no cost by calling 1-800-832-7783 or by sending an email request to customer_contact_center@nfg.com.

The current expenses and performance information below reflects fees and expenses of the Funds, but does not reflect the other fees and expenses that Your Contract may charge. Expenses would be higher and performance would be lower if these charges were included.

Each Fund’s past performance is not necessarily an indication of future performance.

 

Type/Investment Objective  

Fund – Investment Adviser

Sub-Advisers(s)

  Current
Expenses
    Average Annual Total
Returns (as of 12/31/23)
 
  1 Year     5 Years     10 Years  
To seek high current income.  

Macquarie VIP Fund for Income Series – Delaware Management Company

 

Macquarie Investment Management Global Limited; Macquarie Investment Management Austria Kapitalanlage AG; Macquarie Investment Management Europe Limited

    0.75 %*      13.27     5.16     3.94
To seek long-term growth of capital and current income.  

Macquarie VIP Growth and Income Series – Delaware Management Company

 

Macquarie Investment Management Global Limited

    0.72 %*      12.11     12.14     8.00
To seek long-term capital growth.  

Macquarie VIP International Core Equity Series – Delaware Management Company

 

Macquarie Investment Management Global Limited

    0.86 %*      13.58%       6.08%       4.76%  
To seek to generate a maximum level of income consistent with investment primarily in investment grade debt securities.  

Macquarie VIP Investment Grade Series – Delaware Management Company

 

Macquarie Investment Management Global Limited; Macquarie Investment Management Austria Kapitalanlage AG; Macquarie Investment Management Europe Limited

    0.63 %*      7.57     2.22     2.37

 

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Type/Investment Objective  

Fund – Investment Adviser

Sub-Advisers(s)

  Current
Expenses
    Average Annual Total
Returns (as of 12/31/23)
 
  1 Year     5 Years     10 Years  
To seek current income consistent with low volatility of principal.  

Macquarie VIP Limited Duration Bond Series – Delaware Management Company

 

Macquarie Investment Management Global Limited; Macquarie Investment Management Austria Kapitalanlage AG; Macquarie Investment Management Europe Limited

    0.53 %*      5.29     1.60     0.68
To seek long-term capital growth.  

Macquarie VIP Opportunity Series – Delaware Management Company

 

Macquarie Investment Management Global Limited

    0.83 %*      16.30     12.25     7.37
To seek long-term growth of capital.  

Macquarie VIP Growth Equity Series – Delaware Management Company

 

Macquarie Investment Management Global Limited

    0.77     38.40     17.90     13.50

To seek to provide sustainable current income with potential for capital appreciation with moderate

investment risk.

 

Macquarie VIP Total Return Series – Delaware Management Company

 

Macquarie Investment Management Global Limited; Macquarie Investment Management Austria Kapitalanlage AG; Macquarie Investment Management Europe Limited

    0.85 %*      12.63     7.06     4.90
To seek capital appreciation.  

Macquarie VIP Small Cap Value Series – Delaware Management Company

 

Macquarie Investment Management Global Limited

    0.78     9.45     10.21     7.06
Seeks to maximize current income to the extent consistent with preservation of capital and the maintenance of liquidity by investing exclusively in high quality money market instruments.  

Goldman Sachs Government Money Market Fund (Institutional Class) – Goldman Sachs Asset Management, L.P.

    0.19 %*      5.05     1.82     1.19

 

*

This Fund’s annual expenses reflect temporary fee reductions.

 

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To learn more about the Policy, NNY and the Separate Account, You can obtain a copy of the Statement of Additional Information (SAI), dated May 1, 2024. The SAI is incorporated by reference into this prospectus. For a free copy of the SAI, or for general inquiries, contact Our Administrative Office.

Reports and other information about NNY and the Separate Account are available on the SEC’s website at http://www.sec.gov, and copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at publicinfo@sec.gov.

EDGAR Contract Identifier C000221954

 

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FIRST INVESTORS LIFE SEPARATE

ACCOUNT E INDIVIDUAL VARIABLE LIFE

INSURANCE POLICIES OFFERED BY

NASSAU LIFE INSURANCE COMPANY

 

Statement of Additional Information dated May 1, 2024

Administrative Office

Regular Mail: P.O. Box 22012, Albany, New York 12201

Overnight Mail: 15 Tech Valley Drive, Suite 201, East Greenbush, New York 12061-4142

Phone Number: 1-800-832-7783 (9:00 A.M. and 5:00 P.M., Eastern Time)

Fax: 1-321-400-6316

Website: www.nfg.com

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 Nassau Life Insurance Company through First Investors Life Separate Account E (“Separate Account E” or the “Separate Account”), which may be obtained at no cost by contacting Our Administrative Office, or by visiting Our website at www.nfg.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, 2024 and Single Premium Variable Life Insurance Policy, a modified single premium variable life insurance policy (“SPVL”) with a prospectus dated May 1, 2024.

Unless otherwise noted, the terms used in this SAI have the same meanings as in the prospectuses.

 

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TABLE OF CONTENTS

 

     Page  

General Description

     1  

Services

     1  

Other Information

     2  

Valuation Information

     2  

Relevance of NNY Financial Statements

     3  

Financial Statements

     3  

Appendix

     4  

 

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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 GP Ltd. 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 Foresters Life Insurance and Annuity Company (“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.

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 NNY, 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 NNY. 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. 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, 755 Main Street Suite 1600, Hartford, Connecticut 06103, is the independent registered public accounting firm for the Separate Account and 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 06103. 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.

For the fiscal years ended December 31, 2021, 2022, and 2023, 1851 received underwriting commissions of $127,252, $419,760, and $360,642 respectively, in connection with the Variable Universal Life Policy and $0, $0, and $0, respectively, in connection with the SPVL Modified Single Premium Variable Life Insurance Policy.

Administrative Services. The Nassau Companies of New York (“NCNY”) provides administrative services to NNY through a shared service agreement between NNY and NCNY. NCNY’s principal business address is One American Row, Hartford, CT 06103.

 

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Other Service Providers. Under an Administrative and Accounting Services Agreement between BNY Mellon (“BNY Mellon”) and the Company, BNY Mellon provides certain services related to the Separate Account, other investment options of the Company, and investment options of insurance company affiliates of the Company. These services include computing investment option unit value for each Investment option of the Separate Account on each valuation date, preparing annual financial statements for the Separate Account, filing the Separate Account annual reports on Form N-CEN with the SEC, and maintaining certain books and records required by law on behalf of the Separate Account.

The Company pays BNY Mellon fees for these services. The total fee includes a flat annual charge per investment option, an annual base fee for the Company and its affiliates utilizing the services, license and service fees for certain software used in providing the services. During the last three fiscal years, the Company and insurance company affiliates of the Company have paid BNY Mellon the fees listed below for services provided to the Separate Account.

 

   
Year Ended December 31,    Fee Paid

2021

   $8,774.00

2022

   $15,706.20

2023

   $17,040.24

BNY Mellon’s principal business address is 103 Bellevue Parkway, Wilmington, DE 19809.

OTHER INFORMATION

Reports. At least once each Policy year, NNY 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. NNY 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”). NNY 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. NNY also is subject to regulation under the insurance laws of other jurisdictions in which NNY 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.

 

2


Table of Contents

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 NNY FINANCIAL STATEMENTS

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 Policies, 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 financial statements of each of the Subaccounts of First Investors Life Separate Account E as of December 31, 2023 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 and the financial statements of Nassau Life Insurance Company (“NNY”) as of December 31, 2023 and 2022, and for each of the years in the three-year period ended December 31, 2023, have been included in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The KPMG LLP report on the aforementioned financial statements of NNY includes explanatory language that states that the financial statements are prepared by NNY 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 financial statements are presented fairly, in all material respects, in accordance with statutory accounting practices prescribed or permitted by the New York State Department of Financial Services.

 

3


Table of Contents

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  

 

4


Table of Contents











Nassau Life
Insurance Company
(a wholly owned subsidiary of
The Nassau Companies of New York)
Statutory Financial Statements and
Supplemental Schedules
December 31, 2023, 2022 and 2021






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


Page
Statutory Financial Statements:
1-3
4
5
6
7-52
Supplemental Schedules:
53-54


i






Independent Auditors’ Report

The Board of Directors
Nassau Life Insurance Company:

Opinions

We have audited the financial statements of Nassau Life Insurance Company (the Company), which comprise the statements of admitted assets, liabilities, capital and surplus as of December 31, 2023 and 2022, and the related statements of income and changes in capital and surplus, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes to the financial statements.

Unmodified Opinion on Statutory Basis of Accounting

In our opinion, the accompanying financial statements present fairly, in all material respects, the admitted assets, liabilities, capital and surplus of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in accordance with accounting practices prescribed or permitted by the New York State Department of Financial Services described in Note 2.

Adverse Opinion on U.S. Generally Accepted Accounting Principles

In our opinion, because of the significance of the matter discussed in the Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles section of our report, the 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, 2023 and 2022, or the results of its operations or its cash flows for each of the years in the three-year period ended December 31, 2023.

Basis for Opinions

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. 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 the Company using 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 and pervasive.

1


Emphasis of Matter

Nassau Life Insurance Company and Delaware Life Insurance Company of New York merged effective July 1, 2023 with Nassau Life Insurance Company as the survivor. As discussed in Note 1, Note 3, and Note 19 to the financial statements, accounting practices prescribed or permitted by the New York State Department of Financial Services require that the financial statements of Nassau Life Insurance Company be revised to reflect the merger as of the beginning of the prior period. Our opinions on the financial statements are not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with 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.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are issued.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

●    Exercise professional judgment and maintain professional skepticism throughout the audit.

●    Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

●    Obtain an understanding of internal control relevant to the audit 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 Company’s internal control. Accordingly, no such opinion is expressed.

●    Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

●    Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

2


We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

Supplementary Information

Our audits were conducted for the purpose of forming an opinion on the financial statements as a whole. The supplementary information included in the summary of Investments - other than investments in related parties, the supplementary insurance information, and the 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 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 GAAS. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole.

/s/ KPMG LLP

Hartford, Connecticut
April 1, 2024



3


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Statements of Admitted Assets, Liabilities, Capital and Surplus
 
(in thousands)
As of December 31,
2023 2022 [1]
Assets:
Bonds $ 6,993,422  $ 7,545,870 
Contract loans 2,496,443  2,482,361 
Real estate, at depreciated cost 27,446  27,148 
Preferred stock 49,028  50,783 
Common stock 143,650  27,213 
Mortgage loans 517,608  535,875 
Cash, cash equivalents and short-term investments 162,242  148,609 
Derivatives 3,547  — 
Other invested assets 445,747  447,577 
Receivables for securities 5,820  3,163 
Derivative collateral 63,468  70,474 
Total cash and invested assets 10,908,421  11,339,073 
Deferred and uncollected premiums 59,164  59,163 
Due and accrued investment income 172,735  175,111 
Current federal and foreign income tax
11,007  — 
Reinsurance recoverables 6,291  11,029 
Deferred tax asset 41,533  66,291 
Receivables from affiliates 10,503  18,463 
Other assets 7,743  10,274 
Separate account assets 3,033,301  2,926,015 
Total assets $ 14,250,698  $ 14,605,419 
Liabilities:
Reserves for future policy benefits 9,364,960  9,804,086 
Policyholders’ funds 605,799  411,844 
Dividends to policyholders 107,165  112,411 
Policy benefits in course of settlement 198,925  116,175 
Amounts payable on reinsurance 11,778  34,171 
Accrued expenses and general liabilities 161,842  84,700 
Current federal and foreign income tax —  16,792 
Reinsurance funds withheld liability 328,562  357,459 
Interest maintenance reserve (“IMR”) 68,250  97,902 
Transfers to (from) separate account due and accrued (65,380) (30,847)
Asset valuation reserve (“AVR”) 117,069  126,354 
Purchase price payable and merger adjustments —  178,922 
Separate account liabilities 3,033,301  2,926,015 
Total liabilities 13,932,271  14,235,984 
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 634,333  614,333 
Surplus notes 126,418  126,392 
Special surplus funds 2,500  2,500 
Unassigned surplus (454,824) (383,790)
Total surplus 318,427  369,435 
Total liabilities, capital and surplus $ 14,250,698   $ 14,605,419  
———————
[1]Amounts for 2022 have been restated for the merger of Nassau Life Insurance Company with Delaware Life Insurance Company of New York.
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 Income and Changes in Capital and Surplus
 
(in thousands)
For the years ended  
December 31,
2023 2022 [1] 2021 [1]
Income:
Premium and annuity considerations $ 343,202  $ 305,818  $ 309,570 
Net investment income and amortization of IMR
578,124  621,969  718,275 
Commissions and expense allowances on reinsurance ceded 14,037  14,710  14,432 
Reserve adjustments on reinsurance ceded (223,767) (238,878) (209,653)
Fees associated with separate account and other miscellaneous income 98,416  107,029  123,076 
Total income 810,012  810,648  955,700 
Current and future benefits:
Death benefits 566,114  464,636  470,510 
Disability and health benefits 3,126  2,457  2,686 
Annuity benefits and matured endowments 70,219  72,568  65,660 
Surrender benefits 632,220  503,057  524,203 
Interest on policy or contract funds 22,851  12,331  10,141 
Settlement option payments 22,254  22,669  16,586 
Net transfers to (from) separate accounts, net of reinsurance (267,135) (178,166) (298,598)
Change in reserves for future policy benefits and policyholders’ funds (439,129) (329,194) (217,516)
Total current and future benefits 610,520  570,358  573,672 
Operating expenses:
Direct commissions 8,528  6,962  8,689 
Commissions and expense allowances on reinsurance assumed 5,998  5,167  5,366 
Premium, payroll and miscellaneous taxes 6,088  9,440  7,644 
Other operating expenses 93,395  95,906  129,696 
Total operating expenses 114,009  117,475  151,395 
Net gain (loss) from operations before dividends and federal income taxes 85,483  122,815  230,633 
Dividends to policyholders 69,339  78,002  57,291 
Net gain from operations after dividends and before federal income taxes 16,144  44,813  173,342 
Federal and foreign income tax expense (benefit) (16,814) 6,143  28,581 
Net gain from operations before realized capital gains (losses) 32,958  38,670  144,761 
Realized capital gains (losses), net of income taxes and IMR (40,550) 13,343  (3,380)
Net income (loss) (7,592) 52,013  141,381 
Changes in capital and surplus:
Change in unrealized capital gains (loss), net of tax (8,145) (58,141) 4,184 
Change in deferred income taxes 737  1,101  (9,241)
Change in non-admitted assets (27,743) (22,579) 15,042 
Change in asset valuation reserve 9,286  37,108  (12,381)
Change in surplus notes 26  26  26 
Dividends to stockholder —  (274,026) (78,232)
Capital and paid-in surplus 20,000  —  — 
Other surplus changes, net (27,490) (7,570) 13,968 
Merger adjustments (10,087) 283,650  (12,233)
Net increase (decrease) in capital and surplus (51,008) 11,582  62,514 
Capital and surplus, beginning of year 369,435  357,853  295,339 
Capital and surplus, end of year $ 318,427   $ 369,435   $ 357,853  
———————
[1]Amounts for 2022 and 2021 have been restated for the merger of Nassau Life Insurance Company with Delaware Life Insurance Company of New York.
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)
Statements of Cash Flows
 
(in thousands)
For the years ended  
December 31,
2023 2022 [1] 2021 [1]
Cash provided by (used for) operations:
Premiums $ 405,807  $ 372,950  $ 376,015 
Investment and other income 811,315  849,743  990,688 
Claims and benefits (1,668,638) (1,580,595) (1,477,741)
Dividends paid (110,858) (90,841) (100,329)
Commissions and other expenses (106,755) (106,853) (136,438)
Net transfers from separate accounts 232,602  232,885  288,286 
Federal income taxes recovered (paid) (17,812) (16,327) (21,062)
Net cash provided by (used for) operations (454,339) (339,038) (80,581)
Cash provided by (used for) investments:
Proceeds from sales, maturities and repayments of bonds 850,727  1,118,031  1,544,755 
Proceeds from sales, maturities and repayments of stocks 2,426  16,489  77,692 
Proceeds from sales, maturities and repayments of mortgage loans 39,311  123,722  46,607 
Proceeds from sales, maturities and repayments of other invested assets 48,048  301,759  39,793 
Proceeds from sales, maturities and repayments of other investments —  —  1,831 
Cost of bonds acquired (343,941) (632,663) (1,366,825)
Cost of stocks acquired (303,285) (4,117) (21,458)
Cost of mortgage loans acquired (22,514) (55,370) (105,812)
Cost of other invested assets acquired (53,803) (169,566) (107,755)
Cost of other investments acquired (9,544) (74,539) (12,778)
Net decrease (increase) in contract loans (14,161) 20,317  (23,665)
Net cash provided by (used for) investments 193,264  644,063  72,385 
Cash provided by (used for) financing and miscellaneous sources:
Capital and paid-in surplus 20,000  —  — 
Net deposits (withdrawals) of deposit-type contracts 193,955  (13,309) (50,429)
Dividends to stockholder —  (274,026) (78,232)
Other cash provided (applied) 60,753  11,689  (23,795)
Net cash provided by (used for) financing and miscellaneous uses 274,708  (275,646) (152,456)
Net increase (decrease) in cash and short-term investments 13,633  29,379  (160,652)
Cash and short-term investments, beginning of year 148,609  119,230  279,882 
Cash and short-term investments, end of year $ 162,242   $ 148,609   $ 119,230  
———————
[1]Amounts for 2022 and 2021 have been restated for the merger of Nassau Life Insurance Company with Delaware Life Insurance Company of New York.












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

6


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
 
(in thousands except where noted in millions)

1.     Description of Business

Nassau Life Insurance Company (“NNY” or the “Company”), domiciled in the State of New York, is a wholly-owned subsidiary of the Nassau Companies of New York (“NCNY” or the “Parent”) and an indirect subsidiary of Nassau Financial Group, L.P. (“Nassau”). Nassau is a financial services company providing life insurance and annuities, reinsurance and asset management.

On July 1, 2023, NNY completed its acquisition of Delaware Life Insurance Company of New York (“DLNY”) from Delaware Life Insurance Company, after receipt of insurance regulatory approval by the New York Department of Financial Services (the “NYDFS” or the “Department”). Effective July 5, 2023, DLNY merged with and into NNY pursuant to a merger agreement with NNY as the surviving entity. In accordance with Statement of Statutory Accounting Principles (“SSAP”) No. 68, Business Combinations and Goodwill, the acquisition was treated as a statutory merger. Under the statutory merger method of accounting, the former statutory bases of accounting for DLNY were retained, and the accounts of NNY were restated to include the accounts of DLNY. DLNY was a provider of life insurance and annuity products with approximately 16,000 policyholders and $1.6 billion in assets. This acquisition provides scale benefits to the Company and supports continued focus on building the Nassau franchise.

NNY is a provider of life insurance and annuity products. The Company’s life insurance products include whole life, universal life, variable universal life, variable 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 its demutualization in 2001 and are part of a closed block (the “Closed Block”) of existing in-force traditional participating life insurance business established at the time of the demutualization to protect the future dividends of these policyholders. 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.


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 were 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”).

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.
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.

7


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
For STAT, wholly owned subsidiaries are not consolidated, but subsidiary earnings and losses and other changes in capital and surplus are accounted for as unrealized gains and losses. Dividends received from subsidiaries are treated as investment income. For U.S. GAAP, results of wholly owned subsidiaries are consolidated.
Under STAT, for universal life, variable 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. For U.S. GAAP, amounts received as payments for universal life, variable 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.
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 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 No. 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 No. 101, in conjunction with SSAP No. 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 No. 101 specifically rejects the corresponding U.S. GAAP guidance. For U.S. GAAP, the Company accounts for income taxes in accordance with Accounting Standards Codification (“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. For both STAT and U.S. GAAP, the Company assesses 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.
Merged entities’ financial statements are restated as if the merger occurred at the beginning of the earliest period presented. For U.S. GAAP, financial statements are typically not restated, but post-acquisition activity and balance sheet amounts are reflected from the acquisition date.
Acquired entities are carried at statutory book value with the difference between purchase price and book value recorded directly against statutory surplus. For U.S. GAAP, acquired entities are carried at fair value as of the acquisition date with any difference between purchase price and fair value recorded to goodwill.

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. In applying these estimates and assumptions, management makes subjective and complex judgments that frequently require assumptions about matters that are uncertain and inherently subject to change, such as possibility for elevated mortality rates and market volatility. Actual results may differ from those estimates. Significant estimates and assumptions 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.


8


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
Recent accounting pronouncements

In 2023, the NAIC adopted revisions to SSAP No. 26R, Bonds, and SSAP No. 43R, Loan-Backed and Structured Securities, to incorporate the principles-based bond definition for use in determining whether an investment (i.e., security) qualifies for reporting as a bond into statutory accounting guidance and to address the accounting treatment for securities that do qualify as bonds. SSAP No. 2R, Cash, Cash Equivalents, Drafts and Short-Term Investments, was also revised to exclude asset-backed securities from being reported as a cash equivalent or short-term investment. These revisions have an effective date of January 1, 2025, and the Company is assessing the impact on its financial position and results of operations.

The Company did not adopt any accounting standards during 2023 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 risk-based capital (“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 (“TAC”) does not exceed certain RBC levels. NNY has RBC ratios in excess of the minimum levels required by the applicable insurance regulations.

In connection with the July 2023 acquisition of DLNY, Nassau committed to the NYDFS 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 June 2028, during which time NNY can pay ordinary dividends without prior approval when those ratios are maintained. Further, this commitment may be terminated earlier under certain circumstances. As of December 31, 2023, RBC and the surplus to policyholder reserves ratio were in excess of these levels.

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. 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.

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 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.


9


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
Redeemable preferred stock that has a NAIC designation of 1-3 is stated at amortized cost and those with a designation of 4-6 are carried at the lower of amortized cost or fair value. Mandatory convertible preferred, redeemable or perpetual and perpetual preferred stocks are carried at the lower of fair value or the current effective call price.

With the exception of the Company’s investment in Federal Home Loan Bank (“FHLB”) common stock, unaffiliated common stock is carried at fair value. The Company’s investment in FHLB common stock is carried at cost, which represents the price at which the FHLB will repurchase the stock.

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 with ninety days or less of maturity to be cash equivalents.

Other invested assets primarily include limited partnerships, limited liability companies and residual tranches of securitizations. 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. Residual tranches of securitizations are reported at the lower of cost or market. 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 that are included in common stock. The Company has an investment in subsidiary, Nassau Life Insurance Company ABS A-I LLC (“ABS A” or “NNY A-1”), an investment SPV, that was formed in 2023. The Company admits the underlying GAAP equity in accordance with SSAP No. 97, Investments in Subsidiary, Controlled and Affiliated (“SCA”) Entities.

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 (“FIFO”) 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 No. 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.

For securities that are not subject to SSAP No. 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. Impairment losses are recorded through the IMR.


10


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
For certain securitized financial assets with contractual cash flows (including asset-backed securities), SSAP No. 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 No. 43R until the recovery of value, the security is written down to fair value.

Loans are occasionally restructured in a troubled debt restructuring. These restructurings generally include one or more of the following: full or partial payoffs outside of the original contract terms; changes to interest rates; extensions of maturity; or additions or modifications to covenants. When restructurings occur, they are evaluated individually to determine whether the restructuring or modification constitutes a “troubled debt restructuring” as defined by authoritative accounting guidance. In a troubled debt restructuring where the Company receives assets in full or partial satisfaction of the debt, any specific valuation allowance is reversed and a direct write down of the loan is recorded for the amount of the allowance and any additional loss, net of recoveries, or any gain is recorded for the difference between the fair value of the assets received and the recorded investment in the loan. Any remaining loan is evaluated prospectively for impairment. When a loan is restructured in a troubled debt restructuring, the impairment of the loan is remeasured using the modified terms and the loan’s original effective yield and the allowance for loss is adjusted accordingly. Subsequent to the modification, income is recognized prospectively based on the modified terms of the loans.

Derivatives

Equity Index Options

An equity index option gives the option holder the right to buy or sell the equity index at a predetermined price (strike price) at a specified time (maturity) agreed upon at the inception of the contract. An equity index put option affords the holder the right to sell the equity index at a strike price at the maturity date while an equity index call option affords the holder the right to buy the equity index at the strike price.

The Company uses equity index call options. The Company is exposed to credit-related losses in the event of nonperformance by a counterparty’s failure to meet its obligations. Given the Company enters into derivative contracts with highly rated counterparties and diversifies this exposure across a number of counterparties, the Company is exposed to minimum credit risk.

The Company uses equity index options in two instances: 1) To hedge against market risks from changes in equity index price associated with certain annuity products; or 2) To replicate the option payoff profile associated with certain equity-linked life and annuity products. The statutory accounting treatment for these hedges is that they are valued at fair or market value, and changes in the value of these hedges are reflected directly through surplus.

The unrealized gain/(loss) during the period representing equity index options was $(2.6) million, $0 and $0 as of December 31, 2023, 2022 and 2021, respectively.


11


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
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.

Foreign Currency Forwards

The Company uses foreign currency forwards to hedge against market risks from changes in foreign currency exchange rates. Currency forward contracts are used to hedge collateralized loan obligation (“CLO”) asset exposure denominated in a foreign (EUR) currency back to U.S. dollars. Under foreign currency forwards, the Company agrees with another counterparty to lock in the exchange rate for the purchase or sale of a currency on a future date.

The unrealized gain(loss) for non-qualified hedges representing foreign currency forwards was ($0.1) million, $0 and $(0.1) million for the years ended December 31, 2023, 2022 and 2021, respectively.

The Company had derivatives accounted for as cash flow hedges of forecasted transactions and no derivative contracts with financing premiums.

Net investment income

Net investment income primarily represents interest and dividends received or accrued on bonds, common and preferred stock, short-term investments, mortgage loans 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 $173.7 million and $176.9 million gross due and accrued investment income at December 31, 2023 and 2022, respectively. There was $1.0 million and $1.8 million due and accrued investment income non-admitted at December 31, 2023 and 2022, respectively. There was $172.7 million and $175.1 million net due and accrued investment income at December 31, 2023 and 2022, 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, 2023 and 2022 were $110.1 million and $82.4 million, respectively. Changes for the years ended December 31, 2023, 2022 and 2021 increased (decreased) surplus by $(27.7) million, $(22.6) million and $15.0 million, respectively.


12


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
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 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 NYDFS Insurance Regulation 213 (“Reg 213”).

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 Reg 213 to calculate reserve balances. AG33 uses prescribed methods and assumptions to determine the minimum statutory reserves. Reg 213, which was effective beginning in 2020, requires that reserves for contracts are based on the greater of the Standard Scenario Amount (“SSA”) and the Valuation Manual Section 21 (“VM-21”) reserve, which uses stochastic projections under company and prescribed assumptions to determine the final reserve. 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.

As of December 31, 2023 and 2022, the Company calculated its reserves for variable annuity products under Reg 213.

As of December 31, 2023 and 2022, there were $82.0 million and $116.9 million, respectively, of cash flow testing reserves resulting from asset adequacy testing.

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.


13


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
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 for fixed payment policies are recognized as income when due and premium income and annuity considerations for variable payment policies or contracts is recognized as income when paid. 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 separate accounts.

Stockholder dividends

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 has the capacity to pay dividends of $30.8 million in 2024.

During 2023, 2022 and 2021, the Company paid cash dividends of $0, $274.0 million and $78.2 million, respectively, to its Parent.

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 The Nassau Companies, Inc. (“NC”) 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.

14


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
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 No. 101. The change in deferred tax is recorded as a component of surplus.

Employee benefit plans

NCNY sponsors a non-contributory, qualified defined benefit pension plan (“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 (“Supplemental 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.

The Company participates in the Pension Plan and Supplemental Plan. 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 $0.5 million, $4.3 million and $9.1 million for 2023, 2022 and 2021, respectively.

Nassau employees are covered by a qualified defined contribution plan sponsored by NCNY. NCNY’s match percentage is dollar for dollar to a maximum of 5% of eligible 401(k) earnings. The Company’s contribution for the plan was $0.8 million, $0.9 million and $0.9 million for 2023, 2022 and 2021, respectively.

The Company historically provided certain other postretirement benefits to retired employees through a plan sponsored by NCNY. For purposes of statutory accounting, the Company has no legal obligation for benefits under this plan. The Company had net benefits of $0, $0 and $0 for 2023, 2022 and 2021, respectively.

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.

Surplus

The portion of unassigned surplus increased/(reduced) by cumulative unrealized gains/(losses) was $61.0 million, $(44.4) million and $29.5 million as of December 31, 2023, 2022 and 2021, respectively.

Pursuant to SSAP No. 72, Surplus and Quasi-Reorganizations, 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.

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.


15


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
The Statements of Cash Flows exclude the following significant non-cash items for the years ended December 31, 2023, 2022 and 2021:

$0, $24.2 million and $54.2 million of non-cash investment exchanges as of December 31, 2023, 2022 and 2021, 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 block 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.

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, maintenance, commission and certain investment expenses of the closed block.


16


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
Delaware Life acquisition and merger

After NNY completed its 2023 acquisition of DLNY, DLNY was merged with and into NNY pursuant to a merger agreement with NNY as the surviving entity. In accordance with SSAP No. 68, Business Combinations and Goodwill, the acquisition was treated as a statutory merger. Income of the combined reporting entity is required to include income of the constituents for the entire fiscal period in which the combination occurs and the balance sheet and the statements of operations for all years presented shall be restated, as required by SSAP No. 3, Accounting Changes and Corrections of Errors. The statements of operations and cash flow were restated for 2022 and 2021. Refer below to Note 19 – “The Merger” for further details regarding the merger and restatement. All 2023 amounts in the Notes to the Statutory Financial Statements were restated to reflect the statutory merger, unless otherwise indicated.


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 stock and preferred stock as of December 31, 2023 were as follows:

Carrying
Value
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
U.S. government $ 240,740  $ $ (73,111) $ 167,630 
All other governments 102,769  605  (15,190) 88,184 
States, territories and possessions 34,814  208  (2,578) 32,444 
Political subdivisions of states, territories
and possessions
64,588  367  (4,949) 60,006 
Special revenue 381,050  1,364  (37,390) 345,024 
Industrial and miscellaneous (unaffiliated) 4,303,925  30,077  (443,448) 3,890,554 
Parent, subsidiaries and affiliates 60,719  407  (5,551) 55,575 
Hybrid securities 147,094  177  (11,345) 135,926 
Mortgage-backed and asset-backed securities 1,657,723  7,122  (187,672) 1,477,173 
Total bonds $ 6,993,422  $ 40,328  $ (781,234) $ 6,252,516 
Preferred stock $ 49,028  $ 668  $ (1,460) $ 48,236 
Common stock $ 38,368  $   $   $ 38,368 
Common stock - affiliate
$ 105,282   $   $   $ 105,282  


17


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
The carrying value and fair value of investments in bonds, common stock and preferred stock as of December 31, 2022 were as follows:

Carrying
Value
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
U.S. government $ 241,993  $ $ (74,238) $ 167,757 
All other governments 105,654  901  (16,599) 89,956 
States, territories and possessions 34,023  151  (2,703) 31,471 
Political subdivisions of states, territories
and possessions
75,803  171  (7,191) 68,783 
Special revenue 434,440  762  (50,898) 384,304 
Industrial and miscellaneous (unaffiliated) 4,870,550  18,452  (610,516) 4,278,486 
Parent, subsidiaries and affiliates 59,032  431  (5,631) 53,832 
Hybrid securities 170,313  51  (18,121) 152,243 
Mortgage-backed and asset-backed securities 1,554,062  2,962  (194,088) 1,362,936 
Total bonds $ 7,545,870  $ 23,883  $ (979,985) $ 6,589,768 
Preferred stock $ 50,783  $ 479  $ (2,550) $ 48,712 
Common stock $ 27,213   $   $   $ 27,213  

The gross unrealized capital gains (losses) on bonds and preferred stock were not reflected in surplus for the years ended December 31, 2023 and 2022.

The aging of temporarily impaired general account debt securities as of December 31, 2023 was as follows:

Less than 12 months Greater than 12 months Total
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Debt Securities
U.S. government $ 483  $ (69) $ 167,014  $ (73,042) $ 167,497  $ (73,111)
All other governments 11,583  (329) 70,368  (14,861) 81,951  (15,190)
States, territories and possessions 2,663  (291) 23,986  (2,287) 26,649  (2,578)
Political subdivisions 6,415  (451) 38,476  (4,498) 44,891  (4,949)
Special revenue 42,521  (3,100) 254,730  (34,290) 297,251  (37,390)
Industrial and miscellaneous (unaffiliated) 388,043  (58,285) 2,953,840  (385,163) 3,341,883  (443,448)
Parent, subsidiaries and affiliates 23,859  (1,296) 28,431  (4,255) 52,290  (5,551)
Hybrid securities 17,457  (2,087) 110,289  (9,258) 127,746  (11,345)
Mortgage-backed and asset-backed securities 195,894  (10,797) 954,632  (176,875) 1,150,526  (187,672)
Total bonds $ 688,918  $ (76,705) $ 4,601,766  $ (704,529) $ 5,290,684  $ (781,234)
Number of positions at unrealized loss 501  1,852  2,353 

The Company reported $6.5 million and $10.6 million of gross unrealized gains and $(9.4) million and $(0.1) million of gross unrealized losses related to common stock for the periods ended December 31, 2023 and 2022, respectively, which reflected the difference between cost and fair value for common stock. For the period ended December 31, 2023, the fair value of common stock securities in a continuous unrealized loss position for less than 12 months was $18.8 million with unrealized losses of $9.4 million and the fair value of common stock securities in a continuous unrealized loss position for greater than 12 months was $0 with unrealized losses of $0.


18


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
As of December 31, 2023, there are 71 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 $34.7 million. Securities in an unrealized loss position for over 12 months consisted of 1,852 securities. Unrealized losses were not recognized in earnings on these debt securities since the Company neither intends to sell the securities nor does it 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, the Company expects to recover the entire amortized cost basis of these securities. In its 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, 2022 was as follows:

Less than 12 months Greater than 12 months Total
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Debt Securities
U.S. government $ 80,084  $ (10,009) $ 87,540  $ (64,229) $ 167,624  $ (74,238)
All other governments 69,866  (11,187) 13,565  (5,412) 83,431  (16,599)
States, territories and possessions 24,533  (2,703) —  —  24,533  (2,703)
Political subdivisions 55,952  (7,191) —  —  55,952  (7,191)
Special revenue 307,480  (36,649) 34,218  (14,249) 341,698  (50,898)
Industrial and miscellaneous (unaffiliated) 3,487,828  (504,289) 328,394  (106,227) 3,816,222  (610,516)
Parents, subsidiaries and affiliates 34,841  (4,460) 15,783  (1,171) 50,624  (5,631)
Hybrid securities 109,364  (12,135) 36,325  (5,986) 145,689  (18,121)
Mortgage-backed and asset-backed securities
907,941  (101,721) 312,325  (92,367) 1,220,266  (194,088)
Total bonds $ 5,077,889  $ (690,344) $ 828,150  $ (289,641) $ 5,906,039  $ (979,985)
Number of positions at unrealized loss 2,309  483  2,792 

For the period ended December 31, 2022, the fair value of common stock securities in a continuous unrealized loss position for less than 12 months was $1.1 million with unrealized losses of $0.1 million and the fair value of common stock securities in a continuous unrealized loss position for greater than 12 months was $0 with unrealized losses of $0.

As of December 31, 2022, there are 37 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 $17.9 million. Securities in an unrealized loss position for over 12 months consisted of 483 securities. Unrealized losses were not recognized in earnings on these debt securities since the Company neither intends to sell the securities nor does it 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, the Company expects to recover the entire amortized cost basis of these securities. In its 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.


19


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
The carrying value and fair value of bonds as of December 31, 2023 by maturity are shown below.

Carrying
Value
Fair
Value
Due in one year or less $ 137,767  $ 130,498 
Due after one year through five years 1,559,174  1,432,622 
Due after five years through ten years 1,288,754  1,216,474 
Due after ten years 4,007,727  3,472,922 
Total $ 6,993,422   $ 6,252,516  

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-backed 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 value of OTTI securities was $13.7 million and $32.3 million as of December 31, 2023 and 2022, respectively. OTTIs were $18.4 million, $13.0 million and $27.8 million in 2023, 2022 and 2021, 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 bonds and 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.

In 2023, 2022 and 2021, 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.

Real estate

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

2023 2022
Real estate $ 27,446  $ 27,148 
Total real estate $ 27,446   $ 27,148  


20


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
Mortgage loans

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, 2023 and 2022, the Company had $517.6 million and $535.9 million, respectively, in mortgage loans. The allowance for loan losses at December 31, 2023 and 2022 were $1.8 million and 1.7 million, respectively.

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

2023 2022
(in millions)
Industrial $ 64.7  $ 60.1 
Multifamily 102.2  107.6 
Office 94.3  96.5 
Retail 130.0  133.5 
Self-storage 50.3  49.7 
Warehouse 45.4  46.0 
Other 32.5  44.2 
Total mortgage loans 519.4  537.6 
Less: Allowance for loan losses 1.8  1.7 
Net mortgage loans $ 517.6   $ 535.9  

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

2023 2022
(in millions)
East North Central $ 64.6  $ 76.6 
Middle Atlantic 15.0  17.5 
Mountain 82.9  83.8 
New England 15.2  15.4 
Pacific 124.9  133.1 
South Atlantic 115.9  118.4 
West North Central 51.4  52.4 
West South Central 49.5  40.4 
Total mortgage loans 519.4  537.6 
Less: Allowance for loan losses 1.8  1.7 
Net mortgage loans $ 517.6   $ 535.9  


21


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
The following tables summarize the Company’s commercial mortgage loan portfolio, net of allowance, loan-to-value (“LTV”) ratios and debt-service coverage (“DSC”) ratios using available data as of December 31. The ratios are updated as information becomes available.

December 31, 2023
DSC Ratios
($ in millions) Greater
than 2.0x
1.8x to
2.0x
1.5x to
1.8x
1.2x to
1.5x
1.0x to
1.2x
Less than
1.0x
Total
LTV Ratios
0% - 50% $ 146.6  $ —  $ 36.7  $ —  $ —  $ —  $ 183.3 
50% - 60% 40.8  18.2  34.8  36.7  —  —  130.5 
60% - 70% 48.4  13.5  21.4  36.2  —  —  119.5 
70% - 80% 20.7  —  24.0  5.9  —  10.5  61.1 
80% and greater 2.7  —  6.3  8.5  —  5.7  23.2 
Total $ 259.2  $ 31.7  $ 123.2  $ 87.3  $   $ 16.2  $ 517.6 

December 31, 2022
DSC Ratios
($ in millions) Greater
than 2.0x
1.8x to
2.0x
1.5x to
1.8x
1.2x to
1.5x
1.0x to
1.2x
Less than
1.0x
Total
LTV Ratios
0% - 50% $ 155.3  $ 26.8  $ 23.0  $ 4.9  $ —  $ —  $ 210.0 
50% - 60% 39.0  34.2  52.8  20.1  12.5  —  158.6 
60% - 70% 33.3  6.5  21.9  13.4  14.5  10.4  100.0 
70% - 80% —  —  39.5  —  5.9  10.8  56.2 
80% and greater —  —  —  —  8.3  2.8  11.1 
Total $ 227.6  $ 67.5  $ 137.2  $ 38.4  $ 41.2  $ 24.0  $ 535.9 

LTV and DSC ratios are measures frequently used in commercial real estate to determine the quality of a mortgage loan. The LTV ratio is a comparison between the current loan balance and the value assigned to the property and is expressed as a percentage. If the LTV is greater than 100%, this would indicate that the loan amount exceeds the value of the property.

The DSC ratio compares the property’s net operating income to its mortgage debt service payments. If the DSC ratio is less than 1.0x, this would indicate that the property is not generating enough income after expenses to cover the mortgage payment. Therefore, a higher DSC ratio could indicate a better quality loan.

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 $405.0 million CM1 loans, $114.4 million CM2 loans and $0 CM3 loans as of December 31, 2023. The Company held $415.2 million CM1 loans, $103.5 million CM2 loans and $18.8 million CM3 loans as of December 31, 2022. 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 2023 and 2022 was 59.1% and 68.8%, respectively. As of December 31, 2023 and 2022, all loans were current.

During 2023, the minimum and maximum lending rates for mortgage loans were 3.2% and 6.3% 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 for the years ended December 31, 2023, 2022 and 2021.


22


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
Other invested assets

Other invested assets as of December 31 are summarized below:

2023 2022
Private equity $ 33,544  $ 21,853 
Mezzanine partnerships 2,132  2,300 
Collateralized fund obligation 36,523  47,083 
Mortgage and real estate 41,964  22,386 
Direct equity 116,922  122,991 
Credit funds 23,779  19,259 
Surplus debentures
100,113  99,157 
Residual tranches
88,183  112,548 
Other alternative assets 2,587  — 
Total other invested assets $ 445,747   $ 447,577  

The Company has unfunded commitments related to its investments in limited partnerships in the amount of $104.9 million and $122.8 million as of December 31, 2023 and 2022, 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:

2023 2022
(in thousands)
Put options:
Notional amount $ 210,413  $ — 
Fair value $ 3,232  $ — 
Carrying value $ 3,232  $ — 
Swaps:
Notional amount $ 900,000  $ 300,000 
Fair value $ (49,529) $ (57,720)
Carrying value $ 500  $ — 
Foreign currency forwards:
Notional amount $ 18,423  $ 11,199 
Fair value $ (185) $ (81)
Carrying value $ (185) $ (81)

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.


23


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
Offsetting and netting of assets and liabilities

For the year ended December 31, 2023, the Company had net derivative assets of $3.5 million, which represented $57.0 million of gross derivative assets offset by $53.5 million in derivative liabilities.

Restricted assets

Restricted assets (including pledged) relate mainly to statutory requirements of various jurisdictions, FHLB Stock and derivative collateral. Restricted assets were $488.4 million and $82.7 million as of December 31, 2023 and 2022, respectively. These are included as assets on the Statements of Admitted Assets, Liabilities, Capital and Surplus.

The Company is a member of the 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 $714.7 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.

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
Year
Prior
Year
Current
Year
Prior
Year
Current
Year
Prior
Year
Investment
(1) Bonds - Amortized Cost $ 10,422  $ 16,114  $ 10,250  $ 16,114 
(2) Loan-backed and structured securities
         - Amortized Cost
—  —  —  —  —  — 
(3) Preferred Stock - Amortized Cost 1,338  1,338  2,006  1,818 
(4) Preferred Stock - Fair Value 3,887  4,628  3,887  4,628 
(5) Total (1+2+3+4) 14  10  $ 15,647   $ 22,080   $ 16,143   $ 22,560  
———————
*Book Adjusted Carrying Value

Investments in subsidiaries

In 2023, the Company formed two new subsidiaries, Nassau Life Insurance Company ABS A-I LLC and Nassau Life Insurance Company ABS B-I LLC (“ABS B”). NNY funded and filed a Sub-1 filing with the NAIC for ABS A. The NAIC accepted that filing and completed review on January 19, 2024. The Company admitted $105.3 million within common stock based on the underlying GAAP equity for ABS A as of December 31, 2023. ABS B was not funded and has no underlying value ascribed to it. No subsidiary equity for ABS B was admitted as of December 31, 2023.

The Company has three other subsidiaries, PM Holdings, Nassau 2019 CFO LLC and Foresters Financial Holding Company, Inc., with no underlying value ascribed to them and no subsidiary equity was admitted as of December 31, 2023 and 2022 for these three companies.

24


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
Concentration 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. The Company manages credit risk through the analysis of the underlying obligors, issuers and transaction structures. The Company reviews its debt security portfolio regularly to monitor the performance of obligors and assess the stability of their credit ratings. The Company also manages credit risk through industry and issuer diversification and asset allocation. The Company classifies 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 (“NRSRO”); however, for certain structured securities, the NAIC designations may differ from NRSRO designations based on the amortized cost of the securities in its 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, 2023, the Company was 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 The Goldman Sachs Group, Inc., Wells Fargo & Company, Bank of America Corporation, Oracle Corporation and Anheuser-Busch Company. The Company monitors credit exposures by actively monitoring dollar limits on transactions with specific counterparties. The Company has an overall limit on below-investment-grade rated issuer exposure. Additionally, the creditworthiness of counterparties is reviewed periodically. The Company uses 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, the Company only enters 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:

2023 2022 2021
Bonds $ 337,372  $ 337,779  $ 367,058 
Contract loans 208,166  214,940  198,388 
Cash and short-term investments 11,766  4,532  931 
Real estate, net of expenses 4,852  4,676  5,266 
Preferred stock 2,128  2,810  3,806 
Common stock 743  362  3,032 
Mortgage loans 21,019  26,159  24,429 
Other invested assets 38,680  58,394  133,942 
Derivative instruments (14,469) (1,796) 2,335 
Amortization of IMR 8,461  16,449  18,191 
Less:
Interest expense 9,086  9,086  9,086 
Other investment expenses 31,508  33,250  30,017 
Net investment income $ 578,124   $ 621,969   $ 718,275  

For the year ended December 31, 2023, the Company had 0 securities called or redeemed by the issuer, resulting in income from prepayment penalties and acceleration fees of $0. For the year ended December 31, 2022, the Company had 17 securities called or redeemed by the issuer, resulting in income from prepayment penalties and acceleration fees of $0.5 million. For the year ended December 31, 2021, the Company had 42 securities called or redeemed by the issuer, resulting in income from prepayment penalties and acceleration fees of $5.8 million.


25


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
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
2023 2022 2021 2023 2022 2021
Bonds $ (20,684) $ (5,391) $ (13,302) $ 278  $ 4,676  $ (580)
Investments in affiliates —  —  —  2,987  —  — 
Preferred stock (1,017) (3,452) 693  1,600  (6,380) 3,351 
Common stock 2,072  24,850  896  320  (15,063)
Mortgage loans (1,442) (65) (24) —  —  — 
Other invested assets (10,794) 19,259  (9,897) (16,381) (72,232) 17,690 
Derivative instruments (181) 900  (1,944) (2,167) 20  (102)
Miscellaneous 387  52  226  697  —  — 
(33,723) 13,375  602  (12,090) (73,596) 5,296 
Income tax benefit (expense) (6,827) (32) (3,982) 3,945  15,455  (1,112)
Net capital gains (losses) $ (40,550) $ 13,343   $ (3,380) $ (8,145) $ (58,141) $ 4,184  

Realized losses for 2023 include other-than-temporary impairments of $18.4 million, including impairments on bonds of $16.0 million, preferred stock of $0.5 million and other invested assets of $1.9 million. Realized losses for 2022 include other-than-temporary impairments of $13.0 million, including impairments on bonds of $3.1 million, common stock of $1.9 million, preferred stock of $3.3 million and other invested assets of $4.8 million. Realized losses for 2021 include other-than-temporary impairments of $27.8 million, including impairments on bonds of $14.4 million, common stock of $1.7 million, preferred stock of $1.9 million and other invested assets of $9.9 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:

2023 2022 2021
Proceeds from sales $ 855,975  $ 1,119,452  $ 1,673,662 
Gross gains on sales 4,484  25,382  98,873 
Gross losses on sales (63,087) (27,092) 39,031 



26


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
5.    Reserves for Future Policy Benefits and Reinsurance

The balances for NNY’s major categories of reserves for future policy benefits as of December 31 are summarized below:

2023 2022
Life insurance $ 9,082,502  $ 9,273,899 
Health insurance 30,560  34,213 
Total life and health insurance 9,113,062  9,308,112 
Annuities 1,020,376  1,189,760 
Subtotal 10,133,438  10,497,872 
Supplementary contracts with life contingencies 134,383  136,401 
All other 82,000  160,936 
Total before reinsurance ceded 10,349,821  10,795,209 
Less: Reinsurance ceded 984,861  991,123 
Reserves for future policy benefits $ 9,364,960   $ 9,804,086  

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.

As of December 31, 2023 and 2022, the Company had $1.8 billion and $1.9 billion, respectively, of life insurance in force for which the gross premiums are less than the net premiums according to the standard of valuation set by the Department. As of December 31, 2023 and 2022, the Company carried an associated reserve of $45.3 million and $48.3 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.

As of December 31, 2023 and 2022, there were $82.0 million and $116.9 million, respectively, of cash flow testing reserves from asset adequacy testing in the general account. Of those amounts, $37.0 million was ceded as of December 31, 2023 and 2022. In addition, there were $15.0 million of cash flow testing reserves resulting from asset adequacy testing in the separate account as of December 31, 2023 and 2022.

In 2021, NNY updated its reserve methodology for a subset of payout annuities issued by FLIAC to increase the statutory valuation interest rates to equal allowable maximums, which resulted in a beginning reserve reduction of $18.1 million. NNY also updated its mortality method for the same subset of payout annuities, which resulted in a beginning reserve increase of $3.2 million. The net $14.9 million reduction in beginning reserves was recorded as a change in reserve basis included in other surplus changes, net for the year ended December 31, 2021.


27


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
Withdrawal characteristics

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

2023
General
Account
Separate
Account
with
Guarantees
Separate
Account
Non-
guaranteed
Total % of total
Individual Annuities
Subject to discretionary withdrawal:
- with market value adjustment $ 73,570  $ 205,691  $ —  $ 279,261  11  %
- at book value less surrender charge of 5% or more 4,335  —  —  4,335  —  %
- at market value —  —  1,056,105  1,056,105  44  %
Total with market value adjustment or at fair value 77,905  205,691  1,056,105  1,339,701  55  %
- at book value (minimal or no charge or adjustment) 693,135  —  —  693,135  28  %
Not subject to discretionary withdrawal 394,901  15,000  8,936  418,837  17  %
Total individual annuity actuarial reserves 1,165,941  220,691  1,065,041  2,451,673  100  %
Less: Reinsurance ceded 10,457  —  —  10,457 
Total individual annuity actuarial reserves,
  net of reinsurance
$ 1,155,484  $ 220,691  $ 1,065,041  $ 2,441,216 
Amounts included in at book value less surrender charge of
  5% or more that will move to at book value (minimal or no
  charge or adjustment) for the first time within the year after
  the statement date
$ 1,212  $ —  $ —  $ 1,212 

2022
General
Account
Separate
Account
with
Guarantees
Separate
Account
Non-
guaranteed
Total % of total
Individual Annuities
Subject to discretionary withdrawal:
- with market value adjustment $ 29,102  $ 247,727  $ —  $ 276,829  11  %
- at book value less surrender charge of 5% or more 31,877  —  —  31,877  %
- at market value —  —  1,094,042  1,094,042  42  %
Total with market value adjustment or at fair value 60,979  247,727  1,094,042  1,402,748  54  %
- at book value (minimal or no charge or adjustment) 873,828  —  —  873,828  33  %
Not subject to discretionary withdrawal 326,307  —  7,702  334,009  13  %
Total individual annuity actuarial reserves 1,261,114  247,727  1,101,744  2,610,585  100  %
Less: Reinsurance ceded 7,798  —  —  7,798 
Total individual annuity actuarial reserves,
  net of reinsurance
$ 1,253,316  $ 247,727  $ 1,101,744  $ 2,602,787 
Amounts included in at book value less surrender charge of
  5% or more that will move to at book value (minimal or no
  charge or adjustment) for the first time within the year after
  the statement date
$ 27,933  $ —  $ —  $ 27,933 


28


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
2023
General
Account
Separate
Account
with
Guarantees
Separate
Account
Non-guaranteed
Total % of total
Group Annuities
Subject to discretionary withdrawal:
- with market value adjustment $ —  $ —  $ —  $ —  —  %
- at book value less surrender charge of 5% or more —  —  —  —  —  %
- at market value —  —  295  295  %
Total with market value adjustment or at fair value —  —  295  295  %
- at book value (minimal or no charge or adjustment) 13,322  —  —  13,322  39  %
Not subject to discretionary withdrawal 20,497  —  —  20,497  60  %
Total group annuity actuarial reserves 33,819    295  34,114  100  %
Less: Reinsurance ceded —  —  —  — 
Total group annuity actuarial reserves,
  net of reinsurance
$ 33,819   $   $ 295   $ 34,114  

2022
General
Account
Separate
Account
with
Guarantees
Separate
Account
Non-guaranteed
Total % of total
Group Annuities
Subject to discretionary withdrawal:
- with market value adjustment $ —  $ —  $ —  $ —  —  %
- at book value less surrender charge of 5% or more —  —  —  —  —  %
- at market value —  —  411  411  %
Total with market value adjustment or at fair value —  —  411  411  %
- at book value (minimal or no charge or adjustment) 15,005  —  —  15,005  40  %
Not subject to discretionary withdrawal 21,750  —  —  21,750  59  %
Total group annuity actuarial reserves 36,755    411  37,166  100  %
Less: Reinsurance ceded —  —  —  — 
Total group annuity actuarial reserves,
  net of reinsurance
$ 36,755   $   $ 411   $ 37,166  

2023
General
Account
Separate
Account
with
Guarantees
Separate
Account
Non-guaranteed
Total % of total
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 —  —  954  954  —  %
Total with market value adjustment or at fair value —  —  954  954  —  %
- at book value (minimal or no charge or adjustment) 329,236  —  —  329,236  54  %
Not subject to discretionary withdrawal 276,563  —  —  276,563  46  %
Total deposit fund liabilities 605,799    954  606,753  100  %
Less: Reinsurance ceded —  —  —  — 
Total deposit fund liabilities, net of reinsurance $ 605,799   $   $ 954   $ 606,753  


29


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
2022
General
Account
Separate
Account
with
Guarantees
Separate
Account
Non-guaranteed
Total % of total
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 —  —  863  863  —  %
Total with market value adjustment or at fair value —  —  863  863  —  %
- at book value (minimal or no charge or adjustment) 387,219  —  —  387,219  94  %
Not subject to discretionary withdrawal 24,625  —  —  24,625  %
Total deposit fund liabilities 411,844    863  412,707  100  %
Less: Reinsurance ceded —  —  —  — 
Total deposit fund liabilities, net of reinsurance $ 411,844   $   $ 863   $ 412,707  

Reconciliation of total annuity actuarial reserves and deposit fund liabilities for the year ended December 31, 2023:

Amount
Life and Accident & Health Annual Statement:
Exhibit 5, Annuities section, total (net) $ 1,054,920 
Exhibit 5, Supplementary contracts with life contingencies section, total (net) 134,383 
Exhibit 7, Deposit-type contracts, line 14, column 1 605,799 
Subtotal 1,795,102 
Separate Accounts Annual Statement:
Exhibit 3, Line 0299999, column 2 1,277,497 
Exhibit 3, Line 0399999, column 2 8,530 
Policyholder dividend and coupon accumulations — 
Policyholder premiums — 
Guaranteed interest contracts — 
Other deposit funds 954 
Subtotal 1,286,981 
Combined total $ 3,082,083  


30


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
Withdrawal characteristics of life actuarial reserves as of December 31, 2023 were as follows:

General Account Separate Account - Non-guaranteed
Account
Value
General
Account
Cash Value
Reserve Account
Value
Cash
Value
Reserve
Subject to discretionary withdrawal,
surrender values or policy loans:
- Term policies with cash value $ 2,148  $ 2,148  $ 9,478  $ —  $ —  $ — 
- Universal life 596,660  598,272  625,284  —  —  — 
- Universal life with secondary guarantees 186,307  179,703  683,302  —  —  — 
- Indexed universal life —  —  —  —  —  — 
- Indexed universal life with secondary
guarantees
—  —  —  —  —  — 
- Indexed life —  —  —  —  —  — 
- Other permanent cash value life insurance 7,096,967  7,094,187  7,392,133  —  —  — 
- Variable life 87,020  87,022  100,746  898,049  891,216  892,429 
- Variable universal life 82,716  82,710  83,211  800,413  787,136  788,763 
- Miscellaneous reserves 1,068  1,068  1,243  —  —  — 
Not subject to discretionary withdrawal,
with no cash value:
- Term policies without cash value XXX XXX 101,076  XXX XXX — 
- Accidental death benefits XXX XXX 468  XXX XXX — 
- Disability-active lives XXX XXX 6,136  XXX XXX — 
- Disability-disabled lives XXX XXX 16,663  XXX XXX — 
- Miscellaneous reserves XXX XXX 99,760  XXX XXX — 
Total (gross: direct + assumed) 8,052,886  8,045,110  9,119,500  1,698,462  1,678,352  1,681,192 
Less: Reinsurance ceded 343,805  337,512  943,844  —  —  — 
Total, net $ 7,709,081   $ 7,707,598   $ 8,175,656   $ 1,698,462   $ 1,678,352   $ 1,681,192  


31


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
Withdrawal characteristics of life actuarial reserves as of December 31, 2022 were as follows:

General Account Separate Account - Non-guaranteed
Account
Value
General
Account
Cash Value
Reserve Account
Value
Cash
Value
Reserve
Subject to discretionary withdrawal,
surrender values or policy loans:
- Term policies with cash value $ 1,741  $ 1,741  $ 9,047  $ —  $ —  $ — 
- Universal life 644,858  643,540  670,901  —  —  — 
- Universal life with secondary guarantees 188,800  179,810  666,234  —  —  — 
- Indexed universal life —  —  —  —  —  — 
- Indexed universal life with secondary
guarantees
—  —  —  —  —  — 
- Indexed life —  —  —  —  —  — 
- Other permanent cash value life insurance 7,277,478  7,273,442  7,585,497  —  —  — 
- Variable life 86,040  85,422  98,709  842,012  835,864  836,363 
- Variable universal life 84,845  84,393  85,774  705,274  690,350  693,058 
- Miscellaneous reserves 1,024  1,024  1,199  —  —  — 
Not subject to discretionary withdrawal,
with no cash value:
- Term policies without cash value XXX XXX 107,382  XXX XXX — 
- Accidental death benefits XXX XXX 512  XXX XXX — 
- Disability-active lives XXX XXX 6,880  XXX XXX — 
- Disability-disabled lives XXX XXX 19,429  XXX XXX — 
- Miscellaneous reserves XXX XXX 103,340  XXX XXX — 
Total (gross: direct + assumed) 8,284,786  8,269,372  9,354,904  1,547,286  1,526,214  1,529,421 
Less: Reinsurance ceded 352,795  344,436  949,115  —  —  — 
Total, net $ 7,931,991   $ 7,924,936   $ 8,405,789   $ 1,547,286   $ 1,526,214   $ 1,529,421  

Reconciliation of total life insurance reserves for the year ended December 31, 2023:

Amount
Exhibit 5, Life insurance section, total (net) $ 8,136,474 
Exhibit 5, Accidental death benefits section, total (net) 468 
Exhibit 5, Disability active lives section, total (net) 5,927 
Exhibit 5, Disability disabled lives section, total (net) 11,749 
Exhibit 5, Miscellaneous reserves section, total (net) 21,038 
Subtotal 8,175,656 
Separate Accounts Annual Statement:
Exhibit 3, Line 0299999, column 2 1,681,192 
Exhibit 3, Line 0399999, column 2 — 
Exhibit 3, Line 0599999, column 2 — 
Subtotal 1,681,192 
Combined total $ 9,856,848  


32


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
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 $27.4 million and $7.2 million as of December 31, 2023 and 2022, respectively, and are included in accrued expenses and general liabilities.

On July 18, 2023, Scottish Re (US), Inc. (“SRUS”) was ordered into liquidation by the State of Delaware. As a result of the Liquidation Order, all reinsurance agreements in which SRUS was the reinsurer were terminated on September 30, 2023. As a result, management recorded an impairment of $1.8 million on net claims recoverable from SRUS. As a result of the SRUS termination, the Company recaptured the associated SRUS treaties. The related reserve credit in the amount of $4.5 million was reduced to $0 as of the termination date .

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 $56.4 million and $58.9 million at December 31, 2023 and 2022, respectively.

Effective June 30, 2015, the Company entered into a MODCO reinsurance agreement with PHL. This agreement provides that the Company retrocedes, and PHL reinsures, 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 $1.3 billion and $1.2 billion as of December 31, 2023 and 2022, respectively.

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.
Under one DLNY premerger reinsurance agreement, certain of DLNY universal life insurance policies acquired are reinsured on a coinsurance and funds held coinsurance basis. The Company had liabilities for the funds held under this treaty of $160.8 million and $160.4 million as of December 31, 2023 and 2022, respectively. Pursuant to another DLNY premerger reinsurance agreement, the Company ceded 100% of the liabilities under its DLNY group insurance policies on an indemnity coinsurance basis.


33


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
Additional information on direct business written and reinsurance assumed and ceded for the years ended December 31 is set forth below:

2023 2022 2021
Direct premiums and annuity considerations $ 417,539  $ 390,010  $ 402,797 
Reinsurance assumed - non-affiliate 6,145  7,376  8,375 
Reinsurance assumed - affiliate 33,536  25,754  26,752 
Reinsurance ceded - non-affiliate (110,154) (112,450) (122,583)
Reinsurance ceded - affiliate (3,864) (4,872) (5,771)
Net premiums and annuity considerations $ 343,202  $ 305,818  $ 309,570 
Direct commissions and expense allowance $ 8,528  $ 6,962  $ 8,689 
Reinsurance assumed - non-affiliate 269  310  314 
Reinsurance assumed - affiliate 5,729  4,857  5,052 
Reinsurance ceded - non-affiliate (4,256) (5,300) (5,520)
Reinsurance ceded - affiliate (9,781) (9,410) (8,912)
Net commissions and expense allowance $ 489  $ (2,581) $ (377)
Direct policy and contract claims incurred $ 822,123  $ 738,534  $ 715,007 
Reinsurance assumed - non-affiliate 108,548  102,812  30,373 
Reinsurance assumed - affiliate 35,563  20,736  29,565 
Reinsurance ceded - non affiliate (221,766) (218,116) (196,162)
Reinsurance ceded - affiliate (82,755) (81,636) (23,340)
Net policy and contract claims incurred $ 661,713  $ 562,330  $ 555,443 
Direct policy and contract claims payable $ 158,453  $ 109,755 
Reinsurance assumed - non-affiliate 59,323  37,087 
Reinsurance assumed - affiliate 1,483  793 
Reinsurance ceded - non-affiliate (20,334) (31,460)
Net policy and contract claims payable $ 198,925  $ 116,175 
Direct life insurance in force $ 29,778,130  $ 32,184,980 
Reinsurance assumed 3,002,453  3,036,110 
Reinsurance ceded (12,733,268) (14,055,740)
Net insurance in force $ 20,047,315   $ 21,165,350  

In the event all reinsurance agreements were to be terminated, the Company estimates the aggregate reduction in surplus would be $15.1 million, $78.3 million and $89.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.


34


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
Change in incurred losses and loss adjustment expenses

Reserves on Group Accident and Health policies were $15.7 million as of December 31, 2020. As of December 31, 2021, $2.3 million has been paid for incurred losses attributable to insured events of prior years. Reserves remaining for prior years are now $14.2 million as a result of unpaid claims principally on the Group Accident and Health line of business. Therefore, there has been $0.8 million of favorable prior year development since December 31, 2020. 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.

Reserves on Group Accident and Health policies were $14.2 million as of December 31, 2021. As of December 31, 2022, $0.9 million has been paid for incurred losses attributable to insured events of prior years. Reserves remaining for prior years are now $14.0 million as a result of unpaid claims principally on the Group Accident and Health line of business. Therefore, there has been $0.7 million of unfavorable prior year development since December 31, 2021. 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.

Reserves on Group Accident and Health policies were $14.0 million as of December 31, 2022. As of December 31, 2023, $0.8 million has been paid for incurred losses attributable to insured events of prior years. Reserves remaining for prior years are now $14.7 million as a result of unpaid claims principally on the Group Accident and Health line of business. Therefore, there has been $1.5 million of unfavorable prior year development since December 31, 2022. 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.

FHLB

The Company is a member of the FHLB of Boston. In 2023, NNY issued funding agreements to the FHLB of Boston to support various spread-based businesses. The funding agreements are issued through the general account and are included in the liability for Policyholders’ funds in the accompanying Statements of Admitted Assets, Liabilities, Capital and Surplus. When a funding agreement is issued, the Company is required to post collateral in the form of eligible securities for each of the advances received. Upon any event of default by the Company, the FHLB of Boston’s recovery on the collateral is limited to the amount of the Company’s liability to the FHLB of Boston.

The amount of FHLB of Boston common stock held, in aggregate, exclusively in the Company’s general account at December 31, 2023 and 2022 was as follows:

2023 2022
Membership stock - class B [1]
$ 5.0  $ 5.0 
Activity stock
11.3  — 
Aggregate total
$ 16.3  $ 5.0 
Actual or estimated borrowing capacity as determined by the insurer
$ 714.7  $ 644.5 
———————
[1]Membership stock is not eligible for redemption.


35


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
The amount of collateral pledged to the FHLB of Boston in the Company’s general account at December 31, 2023 and 2022 was as follows:

2023 2022
Fair value
$ 385.5  $ — 
Carrying value
$ 403.6  $ — 
Aggregate total borrowing $ 252.9  $ — 

The maximum amount of collateral pledged and aggregate total borrowing to the FHLB of Boston in the Company’s general account during the years ended December 31, 2023 and 2022 was as follows:

2023 2022
Fair value
$ 385.5  $ 4.8 
Carrying value
$ 445.9  $ 4.8 
Aggregate total borrowing $ 272.9  $ — 

The following table reflects the amount borrowed from the FHLB of Boston in the form of funding agreements or debt at December 31, 2023 and 2022:

2023 2022
Funding agreements issued
$ 252.9  $ — 
Funding agreements reserves established
$ 254.1  $ — 
Maximum amount of funding agreements borrowed during the year
$ 252.9  $ — 
Maximum amount of debt borrowed during the year
$ 252.9  $ 4.8 

The Company does not have any prepayment obligations for these funding agreement arrangements.


6.    Leases and Rentals

Rental expense for operating leases, principally with respect to office equipment and office space, amounted to $0.6 million, $0.7 million and $0.8 million in 2023, 2022 and 2021, respectively. Future minimum rental payments under non-cancelable operating leases were approximately $0.3 million as of December 31, 2023, payable as follows: 2024 - $0.3 million; 2025 - $0; 2026 - $0; 2027 - $0 and 2028 - $0.


7.    Electronic Data Processing Equipment

Electronic data processing (“EDP”) equipment and software, gross, as of December 31, 2023 and 2022 was $34.5 million and $34.2 million, respectively. EDP accumulated depreciation as of December 31, 2023 and 2022 was $34.2 million and $34.2 million, respectively. Depreciation for the year ended December 31, 2023, 2022 and 2021 was $0, $0 and $1.9 million, respectively. EDP equipment and software are depreciated over 3 to 7 years, using the straight-line and method. Non-admitted EDP equipment totaled $0.4 million and $0 as of December 31, 2023 and 2022, respectively.



36


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
8.    Furniture and Fixtures

Furniture and equipment cost as of December 31, 2023 and 2022 was $5.0 million and $5.0 million, respectively. Accumulated depreciation as of December 31, 2023 and 2022 was $5.0 million and $4.9 million, respectively. Depreciation for the years ended December 31, 2023, 2022 and 2021 was $0, $0.1 million and $0.1 million, respectively. Non-admitted furniture and equipment totaled $0 and $0.1 million as of December 31, 2023 and 2022, 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.


9.    Premium and Annuity Considerations Deferred and Uncollected

Deferred and uncollected life insurance premiums and annuity considerations as of December 31, 2023 were as follows:

Type of Business Gross Net of Loading
Ordinary new $ 110  $ 103 
Ordinary renewal 59,745  59,061 
Total $ 59,855   $ 59,164  

Deferred and uncollected life insurance premiums and annuity considerations as of December 31, 2022 were as follows:

Type of Business Gross Net of Loading
Ordinary new $ 331  $ 246 
Ordinary renewal 59,643  58,917 
Total $ 59,974   $ 59,163  


10.    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, variable life and supplemental contracts. All separate account products are authorized under New York Insurance Law, §4240.

After the merger with DLNY, NNY also has non-insulated Separate Accounts for certain DLNY contracts that include an MVA feature associated with fixed rates, including for amounts allocated to the fixed portion of certain combination fixed and variable deferred annuity contracts. The assets in the non-insulated Separate Account are carried at fair value. The assets of the non-insulated Separate Account are not legally insulated and can be used by the Company to satisfy claims resulting from the General Account.

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, 2023 and 2022, the Company maintained separate account assets totaling $3,033.3 million and $2,926.0 million, respectively. As of December 31, 2023 and 2022, The Company’s Separate Account statements included legally insulated assets of $2,776.7 million and $2,664.4 million, respectively.


37


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
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.

To compensate the general account for the risk taken, the separate account paid risk charges of $5.6 million, $5.9 million, $6.2 million, $6.3 million and $6.6 million for the years ended December 31, 2023, 2022, 2021, 2020 and 2019, respectively. The general account paid $1.1 million, $0.8 million, $0.9 million, $0.7 million and $0.6 million relating to separate account guarantees for the years ended December 31, 2023, 2022, 2021, 2020 and 2019, respectively.

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

Reserves for separate account liabilities were $2,968.2 million and $2,895.2 million as of December 31, 2023 and 2022, respectively. Separate account premiums and other considerations received were $46.9 million, $51.7 million and $61.0 million for the years ended December 31, 2023 and 2022, and 2021 respectively, and were reported as revenue in the Statements of Income and Changes in Capital and Surplus. Withdrawals at market value were $244.8 million, $217.5 million and $284.6 million for the years ended December 31, 2023, 2022 and 2021, 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:

2023 2022 2021
Transfers to separate accounts $ 46,942  $ 51,716  $ 60,956 
Transfers from separate accounts (314,077) (229,882) (358,638)
Other —  —  (916)
Net transfers from separate account (267,135) (178,166) (298,598)
Transfers as reported in the Statements of Income and
Changes in Capital and Surplus
$ (267,135) $ (178,166) $ (298,598)


11.    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, 2023 December 31, 2022 Change
Ordinary Capital Total Ordinary Capital Total Ordinary Capital Total
Gross deferred tax assets $ 194,378  $ 23,312  $ 217,690  $ 189,266  $ 15,500  $ 204,766  $ 5,112  $ 7,812  $ 12,924 
Statutory valuation allowance —  2,402  2,402  —  —  —  —  2,402  2,402 
Adjusted gross deferred tax assets 194,378  20,910  215,288  189,266  15,500  204,766  5,112  5,410  10,522 
Less: Deferred tax assets non-admitted 104,299  —  104,299  71,067  1,848  72,915  33,232  (1,848) 31,384 
Subtotal net admitted deferred tax assets 90,079  20,910  110,989  118,199  13,652  131,851  (28,120) 7,258  (20,862)
Less: Deferred tax liabilities 48,286  21,170  69,456  53,683  11,877  65,560  (5,397) 9,293  3,896 
Net deferred tax assets $ 41,793   $ (260) $ 41,533   $ 64,516   $ 1,775   $ 66,291   $ (22,723) $ (2,035) $ (24,758)


38


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
December 31, 2023 December 31, 2022 Change
Ordinary Capital Total Ordinary Capital Total Ordinary Capital Total
Federal income taxes paid in prior years
recoverable through loss carrybacks
$ —  $ —  $ —  $ —  $ 1,203  $ 1,203  $ —  $ (1,203) $ (1,203)
Adjusted gross deferred tax assets expected to be
realized after application of the threshold
limitation
41,793  (260) 41,533  64,516  572  65,088  (22,723) (832) (23,555)
1) Adjusted gross deferred tax assets expected to
be realized following the balance sheet date
41,793  (260) 41,533  65,530  602  66,132  (23,737) (862) (24,599)
2) Adjusted gross deferred tax assets allowed
per limitation threshold
XXX XXX 41,534  XXX XXX 72,309  XXX XXX (30,775)
Adjusted gross deferred tax assets offset by
gross deferred tax liabilities
48,286  21,170  69,456  53,683  11,877  65,560  (5,397) 9,293  3,896 
Deferred tax assets admitted as the result of
application of SSAP No, 101
$ 90,079   $ 20,910   $ 110,989   $ 118,199   $ 13,652   $ 131,851   $ (28,120) $ 7,258   $ (20,862)

2023
Ratio percentage used to determine recovery period and threshold limitation amount 621  %
Amount of adjusted capital and surplus used to determine recovery period and threshold limitation $ 276,893 

For the year ended December 31, 2022, the ratio percentage and amount of adjusted capital and surplus for NNY and DLNY on a separate-company basis are shown in the below table:

NNY
DLNY
Ratio percentage used to determine recovery period and threshold limitation amount 822  % 1,202  %
Amount of adjusted capital and surplus used to determine recovery period and threshold limitation $ 343,635  $ 138,429 

December 31, 2023 December 31, 2022 Change
Ordinary Capital Ordinary Capital Ordinary Capital
Impact of tax planning strategies
Adjusted gross DTAs $ 194,378  $ 20,910  $ 189,266  $ 15,500  $ 5,112  $ 5,410 
% of total adjusted gross DTAs —  % —  % —  % —  % —  % —  %
Net admitted adjusted gross DTAs $ 90,079  $ 20,910  $ 118,199  $ 13,652  $ (28,120) $ 7,258 
% of total net admitted adjusted gross DTAs —  % —  % —  % —  % —  % —  %

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

The Company believes that there is sufficient positive evidence to support that it is more likely than not that NNY will realize the full tax benefits associated with its DTAs, with the exception of $2.4 million in realized capital losses of DLNY. The realized losses of DLNY are limited under IRC 382 and management believes it is more likely than not that the realized losses will expire before they can be utilized. As a result, the Company established a $2.4 million valuation allowance on the full DLNY realized loss population as of December 31, 2023.

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, 2023 and 2022 were as follows:

39


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)

2023 2022 Change
Current income tax:
Federal $ (16,814) $ 6,143  $ (22,957)
Subtotal (16,814) 6,143  (22,957)
Federal income tax on net capital gains 6,827  32  6,795 
Federal and foreign income tax expense (benefit) incurred $ (9,987) $ 6,175  $ (16,162)
Deferred tax assets:
Ordinary:
Future policyholder benefits $ 60,273  $ 70,748  $ (10,475)
Investments 55,350  56,578  (1,228)
Deferred acquisition costs 26,022  27,529  (1,507)
Policyholder dividends accrual 22,213  23,319  (1,106)
Fixed assets 1,489  1,489  — 
Compensation and benefits accrual 3,117  3,463  (346)
Prior period adjustments
—  272  (272)
Net operating loss carryforward 16,010  —  16,010 
Tax credit carryforward —  —  — 
Other (including items <5% of total ordinary tax assets) 9,904  5,868  4,036 
Subtotal 194,378  189,266  5,112 
Non-admitted 104,299  71,067  33,232 
Admitted ordinary deferred tax assets $ 90,079  $ 118,199  $ (28,120)
Capital:
Investments $ 18,059  $ 14,637  $ 3,422 
Net capital loss carryforward 4,949  —  4,949 
Other (including items <5% of total capital tax assets) 304  863  (559)
Subtotal 23,312  15,500  7,812 
Statutory valuation allowance
2,402  —  2,402 
Non-admitted —  1,848  (1,848)
Admitted capital deferred tax assets 20,910  13,652  7,258 
Admitted deferred tax assets $ 110,989  $ 131,851  $ (20,862)
Deferred tax liabilities:
Ordinary:
Investments $ 30,515  $ 30,365  $ 150 
Fixed assets 2,264  2,073  191 
Compensation 5,543  5,550  (7)
Policyholder reserves 9,961  15,546  (5,585)
Deferred and uncollected premiums —  —  — 
Other (including items <5% of total ordinary tax liabilities) 149  (146)
Subtotal 48,286  53,683  (5,397)
Capital:
Investments 21,170  11,877  9,293 
Other (including items <5% of total ordinary tax liabilities) —  —  — 
Subtotal 21,170  11,877  9,293 
Deferred tax liabilities 69,456  65,560  3,896 
Net admitted deferred tax assets (liabilities) $ 41,533   $ 66,291   $ (24,758)


40


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
Reconciliation of federal income tax rate to actual effective rate:

December 31, 2023
Amount Tax Effect Effective
Tax Rate
Income before taxes $ (25,860) $ (5,431) 21.0  %
Interest maintenance reserve (21,373) (4,488) 17.4  %
Dividends received deduction (2,731) (573) 2.2  %
Return to provision (224) (47) 0.2  %
Change in non-admitted assets (14,465) (3,038) 11.7  %
Change in valuation allowance
11,437  2,402  (9.3  %)
Other, including prior year true-up 2,146  451  (1.7  %)
Total statutory income tax $ (51,070) $ (10,725) 41.5  %
Federal income taxes incurred $ (3,827) 14.8  %
Tax on capital gains/(losses) 6,827  (26.4  %)
Prior year overaccrual/(underaccrual) (12,987) 50.2  %
Change in net deferred income tax expense/(benefit) (737) 2.8  %
Total statutory income tax $ (10,725) 41.5  %

December 31, 2022
Amount Tax Effect Effective
Tax Rate
Income before taxes $ 53,426  $ 11,219  21.0  %
Investment related
(297) (62) (0.1  %)
Tax credits
(299) (63) (0.1  %)
Interest maintenance reserve (19,903) (4,180) (7.8  %)
Dividends received deduction (2,800) (588) (1.1  %)
Return to provision (4,496) (944) (1.8  %)
Change in non-admitted assets (2,592) (544) (1.0  %)
Miscellaneous —  —  %
Other, including prior year true-up 1,121  235  0.4  %
Total statutory income tax $ 24,162  $ 5,074  9.5  %
Federal income taxes incurred $ 5,631  10.5  %
Tax on capital gains/(losses) 2,574  4.8  %
Prior year overaccrual/(underaccrual) (2,030) (3.8  %)
Change in net deferred income tax expense/(benefit) (1,101) (2.1  %)
Total statutory income tax $ 5,074   9.5  %


41


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
December 31, 2021
Amount Tax Effect Effective
Tax Rate
(in thousands)
Income before taxes $ 110,946  $ 23,299  21.0  %
Interest maintenance reserve (9,572) (2,010) (1.8  %)
Dividends received deduction (2,310) (485) (0.4  %)
NOL carryback 5,335  1,120  1.0  %
Return to provision 6,837  1,436  1.3  %
Change in non-admitted assets 8,141  1,710  1.5  %
Other, including prior year true-up 20,949  4,399  4.0  %
Total statutory income tax $ 140,326  $ 29,468  26.6  %
Federal income taxes incurred $ 18,819  17.0  %
Tax on capital gains/(losses) 3,066  2.8  %
Prior year overaccrual/(underaccrual) 1,680  1.5  %
Change in net deferred income tax expense/(benefit) 5,903  5.3  %
Total statutory income tax $ 29,468   26.6  %

Carryforwards, recoverable taxes and IRC 6603 deposits:

2023 2022
The Company had net operating loss carryforwards of $ 76,240  $ — 
The Company had capital loss carryforwards of 23,569  — 

As of December 31, 2023, the Company has approximately $76.2 million of net operating loss carryforwards and $23.6 million of capital loss carryforwards, respectively, The balance of the Company’s net operating losses are not subject to expiration and the Company's capital loss carryforwards expire in 2028 .

The Company had no income tax expense for 2023, 2022 and 2021 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, 2023 or 2022.

The Company’s U.S. federal income tax return for years 2020 and after may be selected for review by tax authorities. 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. There were no unrecognized tax benefits relating to uncertain tax positions for the years ended December 31, 2023 and 2022. As of December 31, 2023, 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.

Effective July 1, 2023, NNY completed its acquisition of DLNY. On July 5, 2023, DLNY merged into NNY with NNY surviving pursuant to a merger agreement. See Note 1 – “Description of Business” and Note 3 – “Significant Transactions, Delaware Life acquisition and merger” for additional information regarding the acquisition.

42


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
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 2023:

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

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 Tax Cuts and Jobs Act 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 10% for tax years beginning in 2019 through 2025 and 12.5% for tax years beginning after December 31, 2025. The Company is a member 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, 2023 and 2022. Accordingly, the BEAT liability was $0 for the years ended December 31, 2023 and 2022.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act (the “Act”). Effective for tax years beginning after December 31, 2022, the Act includes a new corporate alternative minimum tax (“CAMT”) on certain corporations. The Company has determined, as of the reporting date, that they are not subject to the CAMT in 2023.


12.    Related Party Transactions

NCNY provides services and facilities to the Company that are reimbursed through a shared service agreement/cost allocation process. Expenses allocated by NCNY on the Company’s behalf were $76.2 million, $76.1 million and $94.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. The amounts receivable from/(payable to) NCNY were $(5.6) million and $2.1 million as of December 31, 2023 and 2022, respectively.

1851 Securities, Inc. (“1851”), a wholly-owned subsidiary of NSRE BD Holdco LLC, an affiliate, is the principal underwriter of the Company’s variable universal 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 $2.4 million, $2.7 million and $3.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. PHL and NLA reimburse NNY for these payments. There were no amounts receivable from PHL or NLA as of December 31, 2023 and 2022.

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 $4.4 million, $4.7 million and $3.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. Commissions paid by the Company on behalf of NLA were $135.3 million, $101.2 million and $87.8 million for the years ended December 31, 2023, 2022 and 2021. The Company had amounts receivable from PHL and NLA of $0.2 million and $9.7 million as of December 31, 2023, respectively. The Company had amounts receivable from PHL and NLA of $0.2 million and $7.8 million as of December 31, 2022, 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 $25.5 million, $24.8 million and $22.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. Amounts payable to NAMCO were $0 and $0 for the years ended December 31, 2023 and 2022, respectively.

43


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
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., Nassau 2019-I Ltd., Nassau 2019-II Ltd., Nassau 2020-I Ltd., Nassau Euro CLO I DAC, Nassau Euro CLO III DAC and Angel Island Capital 2023-I Ltd. (the “Nassau CLOs”) totaling $208.2 million par with a fair value of $170.8 million and $94.1 million par with a fair value of $42.6 million at December 31, 2023 and 2022, respectively. The Nassau CLOs are managed by NGC CLO Manager, LLC and NGC UK LLP, affiliates of NNY. These are recorded in other invested assets.

The Company has investments in NCNY long-term bonds, which have a par value of $78.2 million and $77.6 million at December 31, 2023 and 2022, respectively, and a fair value of $55.6 million and $53.8 million at December 31, 2023 and 2022, respectively.

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 value of $9.2 million and $9.5 million at December 31, 2023 and 2022, respectively, and a fair value of $8.4 million and $8.5 million at December 31, 2023 and 2022, respectively, and recognized $0.7 million and $0.8 million of net investment income for the years ended December 31, 2023 and 2022, respectively. The Company’s equity investment in Nassau CFO was $36.5 million and $47.1 million at December 31, 2023 and 2022, respectively, and the Company recorded net investment income from Nassau CFO of $0 and $22.8 million for the years ended December 31, 2023 and 2022, respectively.

In July 2019, the Company committed $10 million to Nassau Private Credit Onshore Fund LP. In April 2021, the Company made an additional commitment of $10 million. In June 2022, the Company made an additional commitment of $6.0 million. The Company's investment in Nassau Private Credit Onshore Fund LP has a fair value of $14.9 million and a remaining commitment of $13.7 million as of December 31, 2023.

In September 2022, the Company sold certain of its limited partnership and other invested assets to Nassau CFO 2022, a collateralized fund obligation managed by an affiliate. The Company received cash, Class C Notes and Subordinated Notes issued by Nassau CFO 2022 as consideration with no gain or loss recognized on the sale. The Company's investment in Class C Notes issued by Nassau CFO 2022 have a par of $7.6 million and fair value of $7.6 million and a par of $7.0 million and fair value of $7.0 million at December 31, 2023 and 2022, respectively. The Company’s investment in Subordinated Notes issued by Nassau CFO 2022 have a par of $61.5 million and fair value of $61.5 million and a par of $77.4 million and fair value of $77.4 million at December 31, 2023 and 2022, respectively.

See Note 5 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, which are settled monthly, in accordance with admissibility requirements. As of December 31, 2023, no amounts were overdue.


13.    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.


44


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Bonds and preferred stock

The Company uses pricing vendors to estimate fair value for the majority of its 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 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. Short-term investments include securities with a maturity of one year or less but greater than three months at the time of purchase and are stated at estimated fair value or amortized cost, which approximates estimated fair value.

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. For fair values of common stock investments in subsidiaries, the Company uses the underlying GAAP equity in the subsidiary.

Cash, cash equivalents, and short-term investments

The carrying amounts reported in the accompanying balance sheets for these financial instruments approximate their fair values.

Other invested assets

Fair values for surplus debentures, residual tranches and certified capital companies (“capcos”) 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.

Mortgage loans

The Company’s mortgage loans on real estate are all commercial mortgage loans, which are reported at amortized cost, less impairment write-downs and allowance for loan losses. Loans are considered impaired when it is probable that, based upon current information and events, the Company will be unable to collect all amounts due under the contractual terms of the loan agreement. When the Company determines that a loan is impaired, a valuation allowance is established for the excess carrying value of the loan over its estimated collateral value.

45


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
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 the Company 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 the Company’s 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.


46


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
The following tables provide information as of December 31 about the Company’s financial assets and liabilities measured and reported at fair value on a recurring basis.

2023
Level 1 Level 2 Level 3
NAV
Total
Assets at fair value:
Bonds $ —  $ 5,334  $ 12,470  $ —  $ 17,804 
Preferred stock —  21,801  7,600  —  29,401 
Common stock [1] —  —  38,368  —  38,368 
Subtotal —  27,135  58,438  —  85,573 
Derivative assets —  57,077  —  —  57,077 
Other invested assets
—  18,913  66,104  —  85,017 
Separate account assets 2,811,809  221,154  338  —  3,033,301 
Total assets at fair value $ 2,811,809  $ 324,279  $ 124,880  $   $ 3,260,968 
Liabilities at fair value:
Derivative liabilities $ —  $ 53,530  $ —  $ —  $ 53,530 
Total liabilities at fair value $   $ 53,530   $   $   $ 53,530  
———————
[1]Includes $5,000 Class B Membership FHLB common stock.

2022
Level 1 Level 2 Level 3
NAV
Total
Assets at fair value:
Bonds $ —  $ 3,277  $ 2,352  $ —  $ 5,629 
Preferred stock —  24,358  7,051  —  31,409 
Common stock [1] —  —  27,213  —  27,213 
Subtotal —  27,635  36,616  —  64,251 
Other invested assets
—  20,598  81,349  —  101,947 
Separate account assets 2,654,450  250,874  8,663  8,891  2,922,878 
Total assets at fair value $ 2,654,450  $ 299,107  $ 126,628  $ 8,891  $ 3,089,076 
Liabilities at fair value:
Derivative liabilities $ —  $ 57,801  $ —  $ —  $ 57,801 
Total liabilities at fair value $   $ 57,801   $   $   $ 57,801  
———————
[1]Includes $5,000 Class B Membership FHLB common stock.

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.


47


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
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.

2023 2022
Level 3 Assets:
Balance, beginning of period $ 126,628  $ 110,359 
Purchases 4,063  83,102 
Sales (21,669) (14,784)
Settlements —  (5,553)
Transfers into Level 3 10,868  16,815 
Transfers out of Level 3 (3,496) (50,161)
Realized gains (losses) 4,844  (3,481)
Unrealized gains (losses) 3,642  (9,669)
Balance, end of period $ 124,880   $ 126,628  

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, 2023 and 2022 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, 2023 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, 2022 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, 2023 and 2022.

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, 2023 and the level within the fair value hierarchy:

Aggregate
Fair Value
Admitted
Assets
Level 1 Level 2 Level 3
NAV
Not
Practicable
(Carrying
Value)
Financial Instruments:
Bonds $ 6,252,516  $ 6,993,422  $ —  $ 4,462,184  $ 1,790,332  $ —  $ — 
Preferred stock 48,236  49,028  —  31,727  16,509  —  — 
Common stock 38,368  38,368  —  —  38,368  —  — 
Mortgage loans 470,665  517,608  —  —  470,665  —  — 
Residual tranches & surplus debentures
173,142  188,760  —  102,003  71,139  —  — 
Cash, cash equivalents &
   short-term investments
162,188  162,242  162,188  —  —  —  — 
Derivatives 3,547  3,547  —  3,547  —  —  — 
Separate account assets 3,033,301  3,033,301  2,811,809  221,154  338  —  — 
Total financial instruments $ 10,181,963   $ 10,986,276   $ 2,973,997   $ 4,820,615   $ 2,387,351   $   $  

As of December 31, 2023, the Company had no investments where it is not practicable to estimate fair value.


48


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

(in thousands except where noted in millions)

Below is a listing of the aggregate fair value for all financial instruments as of December 31, 2022 and the level within the fair value hierarchy:

Aggregate
Fair Value
Admitted
Assets
Level 1 Level 2 Level 3
NAV
Not
Practicable
(Carrying
Value)
Financial Instruments:
Bonds $ 6,589,768  $ 7,545,870  $ —  $ 4,745,506  $ 1,844,262  $ —  $ — 
Preferred stock 48,712  50,783  —  33,888  14,824  —  — 
Common stock 27,213  27,213  —  —  27,213  —  — 
Mortgage loans 477,499  535,875  —  13,660  463,839  —  — 
Residual tranches & surplus debentures
175,734  187,228  —  89,392  86,342  —  — 
Cash, cash equivalents &
   short-term investments
147,710  148,609  88,326  8,205  51,179  —  — 
Contract loans 6,165  6,538  —  —  6,165  —  — 
Other invested assets 19,070  24,477  —  16,053  3,017  —  — 
Derivatives (57,801) —  —  (57,801) —  —  — 
Separate account assets 2,922,878  2,922,878  2,654,450  250,874  8,663  8,891  — 
Total financial instruments $ 10,356,948   $ 11,449,471   $ 2,742,776   $ 5,099,777   $ 2,505,504   $ 8,891   $  

As of December 31, 2022, the Company had no investments where it is not practicable to estimate fair value.

For the years ended December 31, 2023 and 2022, Level 3 bonds were primarily private placement debt securities priced using the Company’s 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.


14.    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 2023 and 2022 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. NLA, an affiliate, holds $2.2 million of these notes.

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

Item # Date
Issued
Interest
Rate
Original
Issue Amount
of Note
Note Holder
a Related
Party (Y/N)
Carrying
Value of
Notes
Prior Year
Carrying
Value of
Notes
Current Year
Unapproved
Interest
and/or
Principal
1000 12/15/2004 7.15% $ 175.0  N $ 126.4  $ 126.4  $ — 
Total $ 175.0  $ 126.4  $ 126.4  $  


49


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
Item # Current
Year
Interest
Expense
Recognized
Life-to-Date
Interest
Expense
Recognized
Current
Year
Interest
Offset
Percentage
Current
Year
Principal
Paid
Life-to-Date
Principal
Paid
Date of
Maturity
1000 $ 9.1  $ 189.8  N/A $ —  $ 48.3  12/15/2034
Total $ 9.1  $ 189.8  $   $ 48.3 

Item # Are
Surplus Note
payments
contractually
linked
(Y/N)
Surplus Note
payments
subject to
administrative
offsetting
provisions
(Y/N)
Were
Surplus Note
proceeds used
to purchase
an asset
directly from
the holder of
the surplus
(Y/N)
Is Asset
Issuer a
Related
Party
(Y/N)
Types of
Assets
Principal
Amount of
Assets
Received
Upon
Issuance
Book/Adjusted
Carrying
Value of
Assets
Is Liquidity
Source a
Related
Party to
the Issuer
(Y/N)
1000 N N N N Cash $ 173.9  $ 173.9  N
Total $ 173.9  $ 173.9 

The impact of any restatement due to prior quasi-reorganizations is a follows:

Change in
Surplus
Change in
Gross
Paid-in and
Contributed
Surplus
2016 $ —  $ (896.9)


15.    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.


50


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
Litigation related to lapsed California policies

On October 27, 2022, a putative class action captioned Velez v. Foresters Life Insurance and Annuity Company (“FLIAC”) was filed in the Superior Court of the State of California, Los Angeles County. On December 9, 2022, the Company timely removed the case to the United States District Court for the Central District of California, 2:22-cv-08932. The litigation alleges that FLIAC, which was merged into the Company effective July 8, 2020, improperly lapsed life insurance policies issued in California without fully complying with California Insurance Code Sections 10113.71 and 10113.72. The litigation makes substantially the same allegations made in litigation filed against FLIAC prior to the merger with the Company in which class certification was subsequently denied. Discovery in the Velez case is underway. The Company disputes the allegations in the Velez complaint and intends a vigorous defense.


16.    Other Commitments

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, 2023, the Company had unfunded commitments of $104.9 million.

In addition, the Company enters into agreements to purchase private placement investments. At December 31, 2023, the Company had open commitments of $6.8 million.


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

The Company, at December 31, 2023 and 2022, held the following financial instruments with off-balance sheet risk:

Assets* Liabilities*
2023 2022 2023 2022
Swaps $ 900,000  $ 311,199  $ 18,423  $ — 
Total $ 900,000   $ 311,199   $ 18,423   $  
———————
* 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, 2023 and 2022, the Company posted $61.0 million and $70.7 million of collateral, respectively.


51


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Notes to Statutory Financial Statements
(continued)
(in thousands except where noted in millions)
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.


18.    Appropriated Surplus

Surplus includes amounts available for contingencies, some of which are required by state regulatory authorities. The contingency amounts as of December 31, 2023 and 2022 were $2.5 million.


19.    The Merger

On July 1, 2023, NNY completed its acquisition of DLNY for a purchase price of $188.5 million after receipt of insurance regulatory approval by the NYDFS. Effective July 5, 2023, DLNY merged with and into NNY pursuant to a merger agreement with NNY as the surviving entity. In accordance with SSAP No. 68, the acquisition was treated as a statutory merger. The Company’s shares remained as the outstanding shares of the merged company. No new shares were issued by the Company, and the common capital stock of DLNY was canceled under the agreement.

Pre-merger unaudited separate company revenue, net income, and other surplus adjustments for the six months ended June 30, 2023 (the date of the last quarterly filings for NNY and DLNY) were as follows (in millions):

NNY
DLNY
Revenue $ 333.9  $ 29.6 
Net income (loss) $ (62.2) $ 14.7 
Other surplus adjustments $ (12.7) $ (5.1)

For 2023, the merger adjustments line includes $9.6 million as a reduction to capital and surplus related to DLNY’s net income and other surplus changes.


20.    Reconciliation to the Annual Statement

In the 2023 Annual Statement, the Company classified the acquisition of DLNY (which was subsequently merged into NNY) in the Statements of Cash Flows as cash used for financing and miscellaneous sources. In the audited Statements of Cash Flows, the acquisition is presented in the Statements of Cash Flows as cash used for investments. The amount reclassified was $188.5 million.


21.    Subsequent Events

The Company evaluated events subsequent to December 31, 2023 and through April 1, 2024, 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.




52


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, 2023
(in thousands)
Amortized
Cost
Fair
Value
Amount shown
in the
balance sheet
Fixed maturities:
Bonds:
U.S. government and government agencies and authorities
$ 240,740  $ 167,630  $ 240,740 
States, municipalities and political subdivisions
34,814  32,445  34,814 
Foreign governments
102,769  88,184  102,769 
All other corporate bonds [1]
6,369,477  5,733,993  6,369,232 
Redeemable preferred stock
50,074  48,236  49,028 
Total fixed maturities
6,797,874  6,070,488  6,796,583 
Equity securities:
Common stock:
Industrial, miscellaneous and all other
27,054  38,368  38,368 
Total equity securities
27,054  38,368  38,368 
Mortgage loans
515,829  468,850  517,609 
Real estate, at depreciated cost
27,446  XXX 27,446 
Contract loans
2,496,443  XXX 2,496,443 
Other invested assets [2]
345,204  330,051  343,759 
Cash and short-term investments
162,242  162,242  162,242 
Receivables for securities
5,820  XXX 5,820 
Total cash and invested assets
$ 130,77,912   $ 10,388,270  
———————
[1] Amortized cost and fair value amounts exclude $245,867 and $230,265, respectively, of related-party bonds.
[2] Difference between amortized cost and amount on balance sheet relates to $1,446 of non-admitted other invested assets.























See accompanying independent auditors’ report.

53


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, 2022 (continued)
(in thousands)

Amortized
Cost
Fair
Value
Amount shown
in the
balance sheet
Fixed maturities:
Bonds:
U.S. government and government agencies and authorities
$ 241,993  $ 167,756  $ 241,993 
States, municipalities and political subdivisions
35,874  33,000  35,874 
Foreign governments
105,654  89,956  105,654 
All other corporate bonds [1]
6,862,349  6,051,886  6,896,641 
Redeemable preferred stock
53,429  48,710  50,783 
Total fixed maturities
7,299,299  6,391,308  7,330,945 
Equity securities:
Common stock:
Industrial, miscellaneous and all other
16,796  27,213  27,213 
Total equity securities
16,796  27,213  27,213 
Mortgage loans
535,875  476,770  535,875 
Real estate, at depreciated cost
27,148  XXX 27,148 
Contract loans
2,482,361  XXX 2,482,361 
Other invested assets [2]
451,686  440,192  447,577 
Cash and short-term investments
148,608  148,601  148,609 
Receivables for securities
3,163  XXX 3,163 
Derivative collateral 70,474  XXX 70,474 
Total cash and invested assets
$ 11,035,410   $ 11,073,365  
———————
[1] Amortized cost and fair value amounts exclude $300,525 and $247,170, respectively, of related-party bonds.
[2] Difference between amortized cost and amount on balance sheet relates to $4,109 of non-admitted other invested assets.






















See accompanying independent auditors’ report.

54


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Supplementary Insurance Information
For the years ended December 31, 2023, 2022 and 2021    
(in thousands)

As of December 31, For the years ended December 31,
Future policy
benefits,
losses and
claims
Other
policy claims
and benefits
payable
Premium
and annuity
considerations
Net
investment
income
Benefits,
claims and
losses
Other
operating
expenses
2023:
Insurance Segment $ 10,077,924  $ 198,925  $ 343,202  $ 578,124  $ 610,520  $ 114,009 
2022:
Insurance Segment $ 10,328,341  $ 116,175  305,818  $ 621,969  $ 570,358  $ 117,475 
2021:
Insurance Segment $ 10,649,570  $ 184,763  $ 309,570  $ 718,275  $ 573,672  $ 151,395 






































See accompanying independent auditors’ report.

55


Nassau Life Insurance Company
(a wholly owned subsidiary of The Nassau Companies of New York)
Supplementary Schedule - Reinsurance
For the years ended December 31, 2023, 2022 and 2021    
(in thousands)
Gross
amount
Reinsurance
ceded
Reinsurance
assumed
Net
amount
Percentage of
assumed to net
Life insurance in force:
2023 $ 29,778,130  $ 12,733,268  $ 3,002,453  $ 20,047,315  15%
2022 32,184,980  14,055,740  3,036,110  21,165,350  14%
2021 35,008,124  15,350,674  3,033,651  22,691,101  13%
Life insurance premiums:
2023 $ 417,539  $ 114,018  $ 39,681  $ 343,202  12%
2022 390,010  117,322  33,130  305,818  11%
2021 402,797  128,354  35,127  309,570  11%







































See accompanying independent auditors’ report.

56


Table of Contents

LOGO    

 

 

ANNUAL REPORT   

FIRST INVESTORS LIFE 

SEPARATE ACCOUNT E 

December 31, 2023   


Table of Contents

FIRST INVESTORS LIFE

SEPARATE ACCOUNT E

STATEMENT OF NET ASSETS

December 31, 2023

 

 

                                                                                                                                                                               
    Goldman Sachs VIT
Government Money
Market
     Delaware VIP Fund 
for Income
      Delaware VIP Growth  
& Income
     Delaware VIP 
International
 

Assets:

       

Investments at fair value

  $ 3,844,962     $ 8,765,134     $ 42,170,514     $ 10,732,526  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $ 3,844,962     $ 8,765,134     $ 42,170,514     $ 10,732,526  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total net assets

  $ 3,844,962     $ 8,765,134     $ 42,170,514     $ 10,732,526  
 

 

 

   

 

 

   

 

 

   

 

 

 

Units outstanding

    310,437       370,389       1,024,864       403,682  
 

 

 

   

 

 

   

 

 

   

 

 

 

Investment shares held

    3,844,962       1,551,351       1,315,362       640,748  

Investments at cost

  $ 3,844,962     $ 9,525,726     $ 40,034,587     $ 11,877,373  

 

     Unit Value      Units
Outstanding
    Unit Value      Units
Outstanding
     Unit Value      Units
Outstanding
     Unit Value      Units
Outstanding
 

Separate Account E

   $ 12.385        310,437     $ 23.665        370,389      $ 41.147        1,024,864      $ 26.587        403,682  

 

 

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

SA - 1


Table of Contents

FIRST INVESTORS LIFE

SEPARATE ACCOUNT E

STATEMENTS OF NET ASSETS

December 31, 2023

(Continued)

 

                                                                                                                                                                           
     Delaware VIP   
Growth Equity
     Delaware VIP
 Investment Grade 
     Delaware VIP Limited
Duration Bond
    Delaware VIP
Opportunity
 

Assets:

       

Investments at fair value

  $ 19,905,039     $ 5,321,051     $ 3,180,271     $ 21,637,278  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $ 19,905,039     $ 5,321,051     $ 3,180,271     $ 21,637,278  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total net assets

  $ 19,905,039     $ 5,321,051     $ 3,180,271     $ 21,637,278  
 

 

 

   

 

 

   

 

 

   

 

 

 

Units outstanding

    367,220       281,620       298,182       754,354  
 

 

 

   

 

 

   

 

 

   

 

 

 

Investment shares held

    1,223,420       606,733       348,714       1,241,381  

Investments at cost

  $ 17,915,221     $ 6,259,531     $ 3,271,181     $ 18,974,154  

 

    Unit Value     Units
Outstanding
    Unit Value     Units
Outstanding
    Unit Value     Units
Outstanding
    Unit Value     Units
Outstanding
 

Separate Account E

  $ 54.205       367,220     $ 18.894       281,620     $ 10.666       298,182     $ 28.683       754,354  

 

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

SA - 2


Table of Contents

FIRST INVESTORS LIFE

SEPARATE ACCOUNT E

STATEMENTS OF NET ASSETS

December 31, 2023

(Continued)

 

                                                                                                                                                                           
       Delaware VIP  Total  
Return
     Delaware VIP Small  
Cap Value(a)
    Delaware VIP Equity
Income(b)   
     Delaware VIP Special 
Situations(b)
 

Assets:

       

Investments at fair value

  $ 9,599,365     $ 16,823,792     $ -      $ -   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $ 9,599,365     $ 16,823,792     $ -      $ -   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total net assets

  $ 9,599,365     $ 16,823,792     $ -      $ -   
 

 

 

   

 

 

   

 

 

   

 

 

 

Units outstanding

    512,126       1,454,059       -        -   
 

 

 

   

 

 

   

 

 

   

 

 

 

Investment shares held

    768,564       438,234       -        -   

Investments at cost

  $ 9,257,240     $ 14,694,778     $ -      $ -   

 

    Unit Value     Units
Outstanding
    Unit Value     Units
Outstanding
    Unit Value     Units
Outstanding
    Unit Value     Units
Outstanding
 

Separate Account E

  $ 18.744       512,126     $ 11.570       1,454,059     $ -        -      $ -        -   

 

(a)

Addition. See Note 2.

(b)

Merger. See Note 2.

 

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

SA - 3


Table of Contents

FIRST INVESTORS LIFE

SEPARATE ACCOUNT E

STATEMENTS OF OPERATIONS

For the year ended December 31, 2023

 

 

     Goldman Sachs VIT
Government Money
Market
     Delaware VIP Fund for
Income
     Delaware VIP Growth &
Income
     Delaware VIP
International
 
           

Income:

           

Dividends

   $ 188,273      $ 512,696      $ 749,254      $ 146,004  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income (loss)

     188,273        512,696        749,254        146,004  
  

 

 

    

 

 

    

 

 

    

 

 

 
           

Realized gains (losses) on investments

           

Realized gain (loss) on sale of fund shares

     -          (160,423)        (243,261)        (190,572)  

Realized gain distributions

     -          -          1,302,252        -    
  

 

 

    

 

 

    

 

 

    

 

 

 

Realized gain (loss)

     -          (160,423)        1,058,991        (190,572)  
  

 

 

    

 

 

    

 

 

    

 

 

 
           

Change in unrealized appreciation (depreciation) during the year

     -          701,213        3,054,327        1,388,347  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) in net assets from operations

   $ 188,273      $ 1,053,486      $ 4,862,572      $ 1,343,779  
  

 

 

    

 

 

    

 

 

    

 

 

 
       Delaware VIP Growth  
Equity
     Delaware VIP
Investment Grade
     Delaware VIP Limited  
Duration Bond
     Delaware VIP Opportunity  
           

Income:

           

Dividends

   $ 17,803      $ 212,155      $ 80,718      $ 121,076  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income (loss)

     17,803        212,155        80,718        121,076  
  

 

 

    

 

 

    

 

 

    

 

 

 
           

Realized gains (losses) on investments

           

Realized gain (loss) on sale of fund shares

     245,107        (147,767)        (15,476)        99,148  

Realized gain distributions

     4,447,790        -          -          1,472,514  
  

 

 

    

 

 

    

 

 

    

 

 

 

Realized gain (loss)

     4,692,897        (147,767)        (15,476)        1,571,662  
  

 

 

    

 

 

    

 

 

    

 

 

 
           

Change in unrealized appreciation (depreciation) during the year

     1,117,793        320,309        96,816        1,379,222  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) in net assets from operations

   $ 5,828,493      $ 384,697      $ 162,058      $ 3,071,960  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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

SA - 4


Table of Contents

FIRST INVESTORS LIFE

SEPARATE ACCOUNT E

STATEMENTS OF OPERATIONS

For the year ended December 31, 2023

(Continued)

 

     Delaware VIP Total
Return
     Delaware VIP Small
Cap Value(a)
      Delaware VIP Equity 
Income(b)
      Delaware VIP Special 
Situations(b)
 
           

Income:

           

Dividends

   $ 192,977      $ -        $ 437,119      $ 200,590  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income (loss)

     192,977        -          437,119        200,590  
  

 

 

    

 

 

    

 

 

    

 

 

 
           

Realized gains (losses) on investments

           

Realized gain (loss) on sale of fund shares

     (14,400)        35,652        (1,305,993)        (1,800,242)  

Realized gain distributions

     38,595        -          942,088        1,350,812  
  

 

 

    

 

 

    

 

 

    

 

 

 

Realized gain (loss)

     24,195        35,652        (363,905)        (449,430)  
  

 

 

    

 

 

    

 

 

    

 

 

 
           

Change in unrealized appreciation (depreciation) during the year

     876,676        2,129,014        (299,994)        (435,895)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) in net assets from operations

   $ 1,093,848      $ 2,164,666      $ (226,780)      $ (684,735)  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(a)

Addition. See Note 2.

(b)

Merger. See Note 2.

 

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

SA - 5


Table of Contents

FIRST INVESTORS LIFE

SEPARATE ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended December 31, 2023 and 2022

(Continued)

 

 

     Goldman Sachs VIT Government Money Market          Delaware VIP Fund for Income   
     2023     2022     2023     2022  

Increase (decrease) in net assets from operations:

        

Net investment income (loss)

   $ 188,273     $ 61,821     $ 512,696     $ 485,961  

Realized gain distributions

     -        -        -        130,894  

Realized gains (losses)

     -        -        (160,423)       (90,781)  

Unrealized appreciation (depreciation) during the year

     -        -        701,213       (1,593,420)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     188,273       61,821       1,053,486       (1,067,346)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Contract transactions:

        

Net insurance premiums from contract owners

     379,253       402,272       328,731       365,324  

Transfers between subaccounts

     (24,413)       272,838       (21,240)       22,325  

Transfers for contract benefits and terminations

     (331,423)       (695,828)       (588,687)       (386,416)  

Contract maintenance charges

     (161,159)       (166,783)       (284,386)       (289,465)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from contract transactions

     (137,742)       (187,501)       (565,582)       (288,232)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total increase (decrease) in net assets

     50,531       (125,680)       487,904       (1,355,578)  

Net assets at beginning of period

     3,794,431       3,920,111       8,277,230       9,632,808  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net assets at end of period

   $ 3,844,962     $ 3,794,431     $ 8,765,134     $ 8,277,230  
  

 

 

   

 

 

   

 

 

   

 

 

 
         Delaware VIP Growth & Income           Delaware VIP International    
     2023     2022     2023     2022  

Increase (decrease) in net assets from operations:

        

Net investment income (loss)

   $ 749,254     $ 636,794     $ 146,004     $ 145,092  

Realized gain distributions

     1,302,252       2,750,139       -        802,344  

Realized gains (losses)

     (243,261)       (87,857)       (190,572)       (66,443)  

Unrealized appreciation (depreciation) during the year

     3,054,327       (2,332,457)       1,388,347       (2,831,126)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     4,862,572       966,619       1,343,779       (1,950,133)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Contract transactions:

        

Net insurance premiums from contract owners

     1,540,322       1,349,311       641,647       701,475  

Transfers between subaccounts

     11,648,149       (1,312,582)       4,595       621,828  

Transfers for contract benefits and terminations

     (2,697,847)       (1,492,800)       (822,943)       (476,963)  

Contract maintenance charges

     (1,227,519)       (958,286)       (360,836)       (342,735)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from contract transactions

     9,263,105       (2,414,357)       (537,537)       503,605  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total increase (decrease) in net assets

     14,125,677       (1,447,738)       806,242       (1,446,528)  

Net assets at beginning of period

     28,044,837       29,492,575       9,926,284       11,372,812  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net assets at end of period

   $ 42,170,514     $ 28,044,837     $ 10,732,526     $ 9,926,284  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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

SA - 6


Table of Contents

FIRST INVESTORS LIFE

SEPARATE ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended December 31, 2023 and 2022

(Continued)

 

 

          Delaware VIP Growth Equity              Delaware VIP Investment Grade   
     2023     2022     2023     2022  

Increase (decrease) in net assets from operations:

        

Net investment income (loss)

   $ 17,803     $ -      $ 212,155     $ 205,394  

Realized gain distributions

     4,447,790       3,277,083       -        85,782  

Realized gains (losses)

     245,107       242,749       (147,767)       (103,437)  

Unrealized appreciation (depreciation) during the year

     1,117,793       (9,024,459)       320,309       (1,285,276)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     5,828,493       (5,504,627)       384,697       (1,097,537)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Contract transactions:

        

Net insurance premiums from contract owners

     1,068,980       1,152,030       262,968       292,549  

Transfers between subaccounts

     (459,995)       600,162       99,991       214,532  

Transfers for contract benefits and terminations

     (1,320,070)       (922,655)       (468,815)       (387,565)  

Contract maintenance charges

     (629,689)       (591,380)       (192,454)       (200,790)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from contract transactions

     (1,340,774)       238,157       (298,310)       (81,274)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total increase (decrease) in net assets

     4,487,719       (5,266,470)       86,387       (1,178,811)  

Net assets at beginning of period

     15,417,320       20,683,790       5,234,664       6,413,475  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net assets at end of period

   $ 19,905,039     $ 15,417,320     $ 5,321,051     $ 5,234,664  
  

 

 

   

 

 

   

 

 

   

 

 

 
          Delaware VIP Limited Duration Bond         Delaware VIP Opportunity   
     2023     2022     2023     2022  

Increase (decrease) in net assets from operations:

        

Net investment income (loss)

   $ 80,718     $ 64,504     $ 121,076     $ 42,784  

Realized gain distributions

     -        -        1,472,514       1,445,256  

Realized gains (losses)

     (15,476)       (11,171)       99,148       193,483  

Unrealized appreciation (depreciation) during the year

     96,816       (192,207)       1,379,222       (4,603,753)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     162,058       (138,874)       3,071,960       (2,922,230)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Contract transactions:

        

Net insurance premiums from contract owners

     125,083       130,649       1,525,845       1,656,913  

Transfers between subaccounts

     128,444       (17,678)       484,413       283,683  

Transfers for contract benefits and terminations

     (178,162)       (125,647)       (1,324,025)       (1,422,750)  

Contract maintenance charges

     (117,175)       (114,981)       (688,860)       (680,305)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from contract transactions

     (41,810)       (127,657)       (2,627)       (162,459)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total increase (decrease) in net assets

     120,248       (266,531)       3,069,333       (3,084,689)  

Net assets at beginning of period

     3,060,023       3,326,554       18,567,945       21,652,634  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net assets at end of period

   $ 3,180,271     $ 3,060,023     $ 21,637,278     $ 18,567,945  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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

SA - 7


Table of Contents

FIRST INVESTORS LIFE

SEPARATE ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended December 31, 2023 and 2022

(Continued)

 

        Delaware VIP Total Return        Delaware VIP Small 
Cap Value(a)
        
    2023      2022      2023         

Increase (decrease) in net assets from operations:

          

Net investment income (loss)

  $ 192,977      $ 191,772      $ -      

Realized gain distributions

    38,595        837,519        -      

Realized gains (losses)

    (14,400)        (1,038)        35,652     

Unrealized appreciation (depreciation) during the year

    876,676        (2,084,309)        2,129,014     
 

 

 

    

 

 

    

 

 

    

Net increase (decrease) in net assets from operations

    1,093,848        (1,056,056)        2,164,666     
 

 

 

    

 

 

    

 

 

    

Contract transactions:

          

Net insurance premiums from contract owners

    451,934        470,015        731,621     

Transfers between subaccounts

    139,311        21,475        14,941,375     

Transfers for contract benefits and terminations

    (534,824)        (377,469)        (652,038)     

Contract maintenance charges

    (324,783)        (319,186)        (361,832)     
 

 

 

    

 

 

    

 

 

    

Net increase (decrease) in net assets resulting from contract transactions

    (268,362)        (205,165)        14,659,126     
 

 

 

    

 

 

    

 

 

    

Total increase (decrease) in net assets

    825,486        (1,261,221)        16,823,792     

Net assets at beginning of period

    8,773,879        10,035,100        -      
 

 

 

    

 

 

    

 

 

    

Net assets at end of period

  $ 9,599,365      $ 8,773,879      $ 16,823,792     
 

 

 

    

 

 

    

 

 

    
      Delaware VIP Equity Income(b)          Delaware VIP Special Situations(b)   
    2023      2022      2023      2022  

Increase (decrease) in net assets from operations:

          

Net investment income (loss)

  $ 437,119      $ 279,993      $ 200,590      $ 118,072  

Realized gain distributions

    942,088        1,410,289        1,350,812        893,392  

Realized gains (losses)

    (1,305,993)        72,617        (1,800,242)        98,299  

Unrealized appreciation (depreciation) during the year

    (299,994)        (1,358,546)        (435,895)        (3,339,738)  
 

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) in net assets from operations

    (226,780)        404,353        (684,735)        (2,229,975)  
 

 

 

    

 

 

    

 

 

    

 

 

 

Contract transactions:

          

Net insurance premiums from contract owners

    154,822        486,403        390,327        1,267,503  

Transfers between subaccounts

    (11,570,199)        (666,915)        (15,398,034)        (13,832)  

Transfers for contract benefits and terminations

    (317,735)        (780,371)        (276,362)        (999,910)  

Contract maintenance charges

    (133,738)        (411,297)        (188,086)        (590,869)  
 

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) in net assets resulting from contract transactions

    (11,866,850)        (1,372,180)        (15,472,155)        (337,108)  
 

 

 

    

 

 

    

 

 

    

 

 

 

Total increase (decrease) in net assets

    (12,093,630)        (967,827)        (16,156,890)        (2,567,083)  

Net assets at beginning of period

    12,093,630        13,061,457        16,156,890        18,723,973  
 

 

 

    

 

 

    

 

 

    

 

 

 

Net assets at end of period

  $ -       $ 12,093,630      $ -       $ 16,156,890  
 

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a)

Addition. See Note 2.

 

  (b)

Merger. See Note 2.

 

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

SA - 8


Table of Contents

FIRST INVESTORS LIFE

SEPARATE ACCOUNT E

NOTES TO FINANCIAL STATEMENTS

December 31, 2023

 

Note 1—Organization

First Investors Life Variable Annuity Fund E (“Separate Account E”, the “Separate Account”) is a separate account of Nassau Life Insurance Company (“NNY”, the “Company”, “we” or “us”). NNY, domiciled in the State of New York, is a wholly-owned subsidiary of the Nassau Companies of New York (“NCNY” or the “Parent”) and an indirect subsidiary of Nassau Financial Group, L.P. (“Nassau”). Nassau is a financial services company providing life insurance and annuities, reinsurance and asset management.

The Separate Account is registered as a unit investment trust under the Investment Company Act of 1940. As directed by the owners, amounts directed to each subaccount are invested in a designated mutual fund as follows:

Goldman Sachs VIT Government Money Market Fund

Delaware VIP Fund Series portfolios:

Fund for Income, Growth & Income, International, Growth Equity, Investment Grade, Limited Duration Bond, Opportunity, Total Return, and Small Cap Value.

NNY and the Separate Account are subject to regulation by the New York Department of Financial Services and the U.S. Securities and Exchange Commission ( SEC ). The assets and liabilities of the Separate Account are clearly identified and distinguished from NNY’s other asset and liabilities.

Note 2—Additions, Mergers, Liquidations and Name Changes

A. Additions

Delaware VIP Small Cap Value Series as of April 28, 2023.

B. Mergers

As a result of restructuring, the following underlying fund that was previously offered is no longer available as an investment option to our Contract Owners. Any Contract Owner allocations that remained in this fund were redeemed and used to purchase shares of the surviving fund as indicated:

Delaware VIP Equity Income Series merged with Delaware VIP Growth and Income Series as of April 28, 2023.

Delaware VIP Special Situation Series merged with Delaware VIP Small Cap Value Series as of April 28, 2023.

C. Liquidations

There were no Liquidations in 2022 or 2023.

D. Name Changes

There were no name changes in 2022 or 2023.

Note 3—Significant Accounting Policies

Investment Valuation

Investments in mutual fund shares are carried in the statements of net assets at market value (net asset value of the underlying mutual fund). Investment transactions are accounted for on the trade date. Realized capital gains and losses on sales of investments are determined based on the average cost of investments sold. The difference between cost and current market value of investments owned on the day of measurement is recorded as unrealized appreciation or depreciation of investments.

Market Risk

Each subaccount invests in shares of a single underlying fund. The investment performance of each subaccount will reflect the investment performance of the underlying fund less separate account expenses. There is no assurance that the investment objective of any underlying fund will be met. A fund calculates a daily net asset value per share (“NAV”) which is based on the market value of its investment portfolio. The amount of risk varies significantly between subaccounts. Due to the level of risk associated with certain investment portfolios, it is at least reasonably possible that changes in the values of investment portfolios will occur in the near term and that such changes could materially affect contract holder’s investments in the funds and the amounts reported in the statements of net assets. The contract holder assumes all of the investment performance risk for the subaccounts selected.

 

SA - 9


Table of Contents

FIRST INVESTORS LIFE

SEPARATE ACCOUNT E

NOTES TO FINANCIAL STATEMENTS

December 31, 2023

 

Note 3—Significant Accounting Policies (Continued)

Reinvestment of Dividends

Dividend and capital gain distributions paid by the mutual funds to the Separate Account are reinvested in additional shares of each respective fund. Dividend income and capital gain distributions are recorded as income on the ex-dividend date.

Federal Income Taxes

The operations of the Separate Account are included in the federal income tax return of NNY, which is taxed as a life insurance company under the provisions of the Internal Revenue Code (IRC). Under the current provisions of the IRC, NNY does not expect to incur federal income taxes on the earnings of the Separate Account to the extent the earnings are credited under contracts. Based on this, no charge is being made currently to the Separate Account for federal income taxes. NNY will review periodically the status of this policy in the event of changes in the tax law.

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 amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

In applying these estimates and assumptions, management makes subjective and complex judgments that frequently require assumptions about matters that are uncertain and inherently subject to change such as the possibility for elevated mortality rates and market volatility.

Fair Value Measurements

Fair value is defined as 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 (an exit price).

The Separate Account invests in shares of open-end mutual funds, which process contract holders directed purchases, sales and transfers on a daily basis at the funds’ computed net asset values (NAVs). The fair value of the Separate Account’s assets is based on the NAVs of mutual funds, which are obtained from the custodians and reflect the fair values of the mutual fund investments. The NAV is calculated daily and is based on the fair values of the underlying securities.

Because the fund provides liquidity for the investments through purchases and redemptions at NAV, this may represent the fair value of the investment in the fund. That is, for an open-ended mutual fund, the fair value of an investment in the fund would not be expected to be higher than the amount that a new investor would be required to spend in order to directly invest in the mutual fund. Similarly, the hypothetical seller of the investment would not be expected to accept less in proceeds than it could receive by directly redeeming its investment with the fund.

The Separate Account measures the fair value of its investment in the Fund on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

 

   

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Separate Account 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 instrument in an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data.

 

   

Level 3 – Unobservable inputs for the asset or liability, to the extent observable inputs are not available, representing the Separate Account’s own assumptions about the assumptions a market participant would use in valuing the assets or liability, and would be based on the best information available.

Investments in Fund shares are valued using the reported net asset value of the Funds at the end of each New York Stock Exchange business day, as determined by the Funds. Investments held by the Separate Account are Level 1 within the hierarchy. There were no transfers between Level 1, Level 2 and Level 3 during the year ended December 31, 2023.

 

SA - 10


Table of Contents

FIRST INVESTORS LIFE

SEPARATE ACCOUNT E

NOTES TO FINANCIAL STATEMENTS

December 31, 2023

 

Note 4—Purchases and Proceeds from Sales of Investments

The cost of purchases and proceeds from sales of investments for the year ended December 31, 2023 were as follows:

 

Subaccount

  

Cost of
Purchases

      

Proceed from
Sales

 

Goldman Sachs VIT Government Money Market

   $ 457,117        $ (406,586)  

Delaware VIP Fund for Income

     816,373          (869,259

Delaware VIP Growth & Income

         14,163,936               (2,849,471)  

Delaware VIP International

     746,333          (1,137,866

Delaware VIP Growth Equity

     4,974,173          (1,849,354

Delaware VIP Investment Grade

     482,319          (568,474

Delaware VIP Limited Duration Bond

     318,030          (279,122

Delaware VIP Opportunity

     2,608,146          (1,017,183

Delaware VIP Total Return

     537,968          (574,758

Delaware VIP Small Cap Value(a)

     15,208,812          (549,686

Delaware VIP Equity Income (b)

     1,482,386          (11,969,883

Delaware VIP Special Situations (b)

     1,671,524          (15,591,947

(a) Addition. See Note 2.

(b) Merger. See Note 2.

Note 5—Related Party Transactions and Charges and Deductions

Related Party Transactions

NNY and its affiliate, 1851 Securities, Inc. (“1851 Securities”), provide services to the Separate Account. NNY is the insurer who provides the contract benefits as well as administrative and contract maintenance services to the Separate Account. 1851 Securities, a registered broker/dealer, is the principal underwriter and distributor for the Separate Account.

Charges and Deductions

NNY makes deductions from the contract to compensate for the various expenses in selling, maintaining, underwriting and issuing the contracts and providing guaranteed insurance benefits.

Certain charges are deducted from the contracts as a daily reduction in Unit Value. The charges are included in a separate line item entitled “Mortality and administrative expense” in the accompanying statement of operations. Other periodic charges are taken out as a transaction on a monthly basis. Those charges appear on the statement of changes in net assets on line “Contract Maintenance Charges”. The contract charges are described below:

A. Contract Maintenance Charges

The Separate Account is assessed periodic Contract Maintenance Charges which are designed to compensate NNY for certain costs associated with maintenance. The charges assessed to the Separate Account for Contract Maintenance Charges are outlined as follows:

Administration Charge – A monthly policy charge of $10 is deducted from the accumulation value of VUL contracts and is assessed through the redemption of units.

Cost of Insurance Charge - In accordance with terms of the contracts, NNY makes monthly deductions for costs of insurance to cover NNY’s anticipated mortality costs. Because a contract value and death benefit may vary from month to month, the cost of insurance charge may also vary. 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.

Monthly Mortality and Expense Risk Charge (“M&E” Fees) – In consideration for its assumption of the mortality and expense risks connected with the SPVL and VUL contracts, NNY computes the charge at an effective annual rate of 1.75% and 0.50%, respectively, of the Subaccount Accumulation Value. This deduction is assessed through a reduction of units.

 

SA - 11


Table of Contents

FIRST INVESTORS LIFE

SEPARATE ACCOUNT E

NOTES TO FINANCIAL STATEMENTS

December 31, 2023

 

Note 5—Related Party Transactions and Charges and Deductions (Continued)

 

All of the above expenses are reflected as redemption of units, and are included in a separate line item entitled “Maintenance charges and mortality adjustments” in the accompanying statements of changes in net assets.

B. Optional Rider and Benefit Charges

NNY may deduct other charges and fees based on the selection of Other Optional Contract Riders and Benefits. These expenses are included in a separate line item entitled “Terminations, withdrawals and annuity payments” in the accompanying statements of changes in net assets. This expense is reflected as redemption of units.

NNY may deduct other charges depending on the policy terms.

Note 6—Summary of Unit Transactions

The changes in units outstanding for the years ended December 31, 2023 and 2022 were as follows:

 

      For the period ended December 31, 2023      For the period ended December 31, 2022  
     

Units

Issued

    

Units

Redeemed

    

Net Increase

(Decrease)

    

Units

Issued

    

Units

Redeemed

    

Net Increase

(Decrease)

 

Subaccount

 

             

Goldman Sachs VIT Government Money Market

     22,354        (33,738)        (11,384)        60,282        (76,184)        (15,902)  
             

Delaware VIP Fund for Income

     13,853        (39,653)        (25,800)        13,556        (27,433)        (13,877)  
             

Delaware VIP Growth & Income

     336,477        (75,700)        260,777        5,981        (73,756)        (67,775)  
             

Delaware VIP International

     23,185        (43,551)        (20,366)        36,987        (14,578)        22,409  
             

Delaware VIP Growth Equity

     11,740        (38,173)        (26,433)        26,328        (20,341)        5,987  
             

Delaware VIP Investment Grade

     15,076        (31,474)        (16,398)        22,557        (27,366)        (4,809)  
             

Delaware VIP Limited Duration Bond

     23,025        (26,912)        (3,887)        9,200        (21,767)        (12,567)  
             

Delaware VIP Opportunity

     40,280        (38,760)        1,520        35,808        (40,784)        (4,976)  
             

Delaware VIP Total Return

     17,768        (32,869)        (15,101)        13,081        (25,188)        (12,107)  
             

Delaware VIP Small Cap Value(a)

     1,504,942        (50,883)        1,454,059        -        -        -  
             

Delaware VIP Equity Income(b)

     2,970        (350,727)        (347,757)        4,736        (45,640)        (40,904)  
             

Delaware VIP Special Situations(b)

     3,212        (451,501)        (448,289)        15,434        (23,639)        (8,205)  

(a) Addition. See Note 2.

(b) Merger. See Note 2.

Note 7—Financial Highlights

A summary of units outstanding, unit values, net assets, investment income ratios, expense ratios (excluding expenses of the underlying fund) and total return ratios for each of the five years in the periods ended December 31, 2023, 2022, 2021, 2020, and 2019 follows:

 

     At December 31,       For the periods ended December 31,  
     Units
 (000’s)1
  Unit
Fair Value
 

Net

Assets
 (000’s) 

   

 Investment 
Income

Ratio2

  Expense
Ratio3
  Total
 Return4
 

Goldman Sachs VIT Government Money Market

 

2023

   310   12.385   3,845     4.94%   -     5.05

2022

   322   11.790   3,794     1.56%   -     1.57

2021

   338   11.607   3,920     0.01%   -     0.01

2020

   341   11.607   3,962     0.15%   -     0.17

2019

   94   11.587   1,087     1.14%   -     1.35

 

SA - 12


Table of Contents

FIRST INVESTORS LIFE

SEPARATE ACCOUNT E

NOTES TO FINANCIAL STATEMENTS

December 31, 2023

 

Note 7—Financial Highlights (Continued)

 

    At December 31,       For the periods ended December 31,  
    Units
 (000’s)1
  Unit
Fair Value
 

Net

Assets
 (000’s) 

   

 Investment 
Income

Ratio2

  Expense
Ratio3
  Total
 Return4
 

Delaware VIP Fund for Income

 

2023

  370   23.665   8,765     6.06%   -     13.27

2022

  396   20.892   8,277     5.59%   -     (11.06 %) 

2021

  410   23.491   9,633     5.10%   -     4.88

2020

  413   22.398   9,243     5.85%   -     7.95

2019

  445   20.749   9,222     5.23%   -     12.78

Delaware VIP Growth & Income

 

 2023

  1,025   41.147   42,171     2.09%   -     12.11

2022

  764   36.704   28,045     2.28%   -     3.53

2021

  832   35.454   29,493     1.82%   -     22.20

2020

  902   29.013   26,194     2.01%   -     (0.46 %) 

2019

  938   29.147   27,354     1.54%   -     25.60

Delaware VIP International

 

 2023

  404   26.587   10,733     1.38%   -     13.58

2022

  424   23.408   9,926     1.47%   -     (17.33 %) 

2021

  402   28.316   11,373     0.96%   -     6.87

2020

  401   26.497   10,622     -   -     7.16

2019

  403   24.726   9,959     0.75%   -     24.91

Delaware VIP Growth Equity

 

 2023

  367   54.205   19,905     0.10%   -     38.40

2022

  394   39.164   15,417     -   -     (26.60 %) 

2021

  388   53.356   20,684     0.03%   -     39.23

2020

  425   38.321   16,273     0.40%   -     29.50

2019

  444   29.592   13,143     0.29%   -     24.35

Delaware VIP Investment Grade

 

 2023

  282   18.894   5,321     4.06%   -     7.56

2022

  298   17.566   5,235     3.70%   -     (17.06 %) 

2021

  303   21.179   6,413     3.03%   -     (0.72 %) 

2020

  306   21.333   6,523     3.58%   -     11.91

2019

  338   19.062   6,442     3.69%   -     12.62

Delaware VIP Limited Duration Bond

 

 2023

  298   10.666   3,180     2.56%   -     5.29

2022

  302   10.130   3,060     2.06%   -     (4.19 %) 

2021

  315   10.573   3,327     2.13%   -     (0.68 %) 

2020

  322   10.645   3,435     2.75%   -     3.79

2019

  335   10.256   3,449     0.63%   -     4.09

Delaware VIP Opportunity

 

 2023

  754   28.683   21,637     0.61%   -     16.30

2022

  753   24.664   18,568     0.22%   -     (13.68 %) 

2021

  758   28.573   21,653     1.17%   -     23.13

2020

  791   23.206   18,363     0.67%   -     10.80

2019

  768   20.944   16,073     1.18%   -     30.11

Delaware VIP Total Return

 

 2023

  512   18.744   9,599     2.12%   -     12.63

2022

  527   16.642   8,774     2.12%   -     (10.56 %) 

2021

  539   18.606   10,035     2.25%   -     16.37

2020

  579   15.990   9,260     2.09%   -     0.91

2019

  582   15.846   9,229     1.87%   -     18.88

 

SA - 13


Table of Contents

FIRST INVESTORS LIFE

SEPARATE ACCOUNT E

NOTES TO FINANCIAL STATEMENTS

December 31, 2023

 

Note 7—Financial Highlights (Continued)

 

    At December 31,       For the periods ended December 31,  
    Units
 (000’s)1
  Unit
Fair Value
 

Net

Assets
 (000’s) 

   

 Investment 
Income

Ratio2

  Expense
Ratio3
  Total
 Return4
 

Delaware VIP Small Cap Value

 

 2023(a)

  1,454   11.570   16,824     -   -     14.53

Delaware VIP Equity Income

 

 2023(b)

  -   -   -     3.70%   -     (1.67 %) 

2022

  348   34.776   12,094     2.31%   -     3.48

2021

  389   33.606   13,061     1.77%   -     22.20

2020

  419   27.501   11,527     2.47%   -     (0.33 %) 

2019

  432   27.591   11,936     2.90%   -     22.71

Delaware VIP Special Situations

 

 2023(b)

  -   -   -     1.23%   -     (4.25 %) 

2022

  448   36.040   16,157     0.70%   -     (12.13 %) 

2021

  456   41.017   18,724     0.86%   -     34.29

2020

  505   30.544   15,423     1.66%   -     (1.85 %) 

2019

  482   31.119   15,001     0.67%   -     20.36

 (a) Addition. See Note 2.

 (b) Merger. See Note 2.

 

  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 subaccount from the underlying mutual fund, divided by the average net assets. These ratios exclude those expenses, such as mortality and expense charges, that are assessed against contract owner accounts either through reductions in unit values or redemption of units. The recognition of investment income by the subaccount is affected by the timing of the declaration of dividends by the underlying fund in which the subaccount invests.

 

  3

These amounts represent the annualized contract expenses of the separate account, consisting primarily of mortality and expense charges, for the periods indicated. These ratios include only those expenses that result in a direct reduction to unit values. 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.

Note 8—Subsequent Events

The Separate Account has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that no items require recognition or disclosure.

 

SA - 14


Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Nassau Life Insurance Company

and Contract Owners of First Investors Life Separate Account E:

Opinion on the Financial Statements

We have audited the accompanying statements of net assets of the subaccounts listed in the Appendix that comprise First Investors Life Separate Account E (the Separate Account) as of December 31, 2023, the related statement of operations for the year then ended (or for the period indicated in the Appendix), statements of changes in net assets for each of the years in the two-year period then ended (or for the period indicated in the Appendix), and the related notes including the financial highlights in Note 7 for each of the years or periods in the five-year period then ended (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of each subaccount as of December 31, 2023, the results of their operations for the year then ended (or for the period indicated in the Appendix), the changes in their net assets for each of the years in the two-year period then ended (or for the period indicated in the Appendix), and the financial highlights for each of the years or periods in the five-year period then ended, 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, 2023, by correspondence with the transfer agents 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 the Nassau Insurance Group Holdings’ separate accounts since 2015.

Hartford, Connecticut

April 17, 2024

 

KPMG LLP, a Delaware limited liability partnership and a member firm of

  the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by guarantee.


Table of Contents

Appendix

Unless noted otherwise, statements of operations for the year ended December 31, 2023 and statements of changes in net assets for each of the years in the two-year period ended December 31, 2023.

Goldman Sachs VIT Government Money Market Fund

Delaware VIP Fund for Income

Delaware VIP Growth & Income

Delaware VIP International

Delaware VIP Growth Equity

Delaware VIP Investment Grade

Delaware VIP Limited Duration Bond

Delaware VIP Opportunity

Delaware VIP Total Return

Delaware VIP Small Cap Value (2)

Delaware VIP Equity Income (1)

Delaware VIP Special Situations (1)

(1) Statements of operations for the period January 1, 2023 to April 28, 2023 (merger date) and the statement of changes for the period January 1, 2023 to April 28, 2023 (merger date) and for the year ended December 31, 2022.

(2) Statements of operations and changes in net assets for the period April 28, 2023 (commencement of operations) to December 31, 2023.


Table of Contents

Nassau Life Insurance Company

PO Box 22012

Albany, NY 12201-2012

1851 Securities, Inc.

One American Row

Hartford, Connecticut 06102

Underwriter

Independent Registered Public Accounting Firm

KPMG LLP

1 Financial Plaza 755 Main Street, Suite 1600

Hartford, CT 06103


Table of Contents

LOGO

Nassau Life Insurance Company

PO Box 22012

Albany, NY 12201-2012

 

 

Not insured by FDIC/NCUSIF or any federal government agency.

No bank guarantee. Not a deposit. May lose value.

Nassau Life Insurance Company

A member of The Nassau Companies of New York

www.nfg.com

 

OL4258 © 2023 The Nassau Companies of New York    12-23


Table of Contents

PART C

OTHER INFORMATION

Item 30. 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.4

 

  (3)

Broker-Dealer and General Agent Sales Agreement between Foresters Financial Services, Inc., Foresters Life Insurance and Annuity Company and Cetera Investment Services LLC.4

 

  (d)

Specimen Variable Universal Life Policy issued by First Investors Life Insurance Company for participation in the Separate Account.1

 

  (e)

Form of application used with contracts provided in response to (d) above.1

 

  (f)

Depositor instrument of organization and by-laws:

 

  (1)

Certificate of Incorporation of Nassau Life Insurance Company (“NNY” or the “Depositor”).4

 

  (2)

By-laws of NNY.4

 

  (3)

Resolutions of the Board of Directors of NNY approving the merger of Foresters Life Insurance and Annuity Company with and into NNY.4

 

  (g)

Not applicable.

 

  (h)

(1) Fund Participation Agreement between Foresters Life Insurance and Annuity Company, the Separate Account and Delaware VIP® Trust (including Rule 22c-2 shareholder information agreement).4

 

 

(2) Fund Participation Agreement between NNY, the Separate Account and Goldman Sachs Variable Insurance Trust (including Rule 22c-2 shareholder information agreement).5

 

  (i)

(1) Administrative Services Agreement between NNY (formerly Phoenix Life Insurance Company) and Nassau Companies of New York (formerly The Phoenix Companies, Inc.).4

 

 

(2) Unit Value Calculation – Administration Agreement between NNY and The Bank of New York Mellon, is incorporated by reference to to Post-Effective Amendment No. 2 to Registration Statement on Form N-6 (File No. 333-239746), filed via EDGAR on April 29, 2022.

 

  (j)

None.

 

  (k)

Opinion and consent of counsel.4

 

  (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 1940.3

 

  (r)

Not applicable.

 

  (s)

Powers of Attorney

 

  (1)

Powers of attorney for David Monroe, Thomas M. Buckingham, Leanne M. Bell, Kevin J. Gregson, Leland C. Launer., Thomas A. Williams. Incorporated by reference to Registrant’s Post-Effective Amendment No. 2 to Registration Statement on Form N-6 (File No. 333-239746), filed via EDGAR on April 29, 2022.

 

  (2)

Powers of attorney for Phillip J. Gass and Christine Janofsky. Incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to Registration Statement on Form N-6 (File No. 333-239746), filed via EDGAR on April 28, 2023.

 

  (3)

Power of attorney for Gary France - 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 Post-Effective Amendment No. 16 to the Registration Statement on Form N-6 (File Nos. 333-123756; 811-21742) filed by the Registrant on April 26, 2018.

 

4 

Incorporated herein by reference to the initial Registration Statement on Form N-6 (File Nos. 333-239746, 811-21742) filed by the Registrant on July 8, 2020.

 

5 

Incorporated herein by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form N-6 (File Nos. 333-239746, 811-21742) filed by the Registrant on April 30, 2021.

Item 31. 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 06102-5056.

 

 Name

   Positions and Offices with Depositor

Phillip Gass

   President, Chief Executive Officer and Director

Thomas Buckingham

   Vice President, Chief Growth Officer and Director

Kostas Cheliotis

   Vice President, General Counsel, Secretary and Director

David Czerniecki

   Vice President, Chief Investment Officer

Thomas Williams

   Director

Leanne Bell

   Director


Table of Contents

Kevin Gregson

   Director

Leland Launer

   Director

Christine Janofsky

   Vice President, Chief Financial Officer and Treasurer

Jacqueline Bamman

   Vice President and Chief People Officer

Justin Banulski

   Vice President, Investment Accounting

Dana Battiston

   Vice President and Actuary

Jan Buchsbaum

   Vice President, and Chief Product Officer

Olga Buland

   Vice President

Sam S.F. Caligiuri

   Vice President, Assistant Secretary and Chief Compliance Officer

Steve L. Carlton

   Vice President

Michael Donovan

   Vice President and Chief Actuary

Gary France

   Vice President and Chief Accounting Officer

John Murphy

   Vice President and Corporate Auditor

Vernon Young

   Vice President and Group Chief Risk Officer

Susan Zophy

   Vice President, Chief Servcie Officer

Paul Tyler

   Chief Marketing Officer

Susan L. Guazzelli

   Assistant Treasurer

Ping Shao

   Deputy Chief Compliance Officer and Anti-Money Laundering Officer

Barry Stopler

   Assistant Treasurer

Joel Cordoba

   Assistant Treasurer

Jordan Price

   Vice President and Chief Corporate Development Officer

Item 32. 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 GP Ltd. (Cayman) [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%]

     NCA Realty Partners LLC (Delaware) [100%]

     NCA Realty Partners GP I LLC (Delaware) [100%]

      NCA Realty Fund I LP (Delaware) [Contract]

     NCARP SGP LLC (Delaware) [100%]

    Nassau NGC Holdings LLC (Delaware) [100%]

     NGC Capital Management LLC (Delaware) [100%]

     NGC Capital UGP LLC (Delaware) [100%]

     Nassau Global Credit GP LP (Delaware) [100%]

      NGC Loan Fund LP (Delaware) [Contract]

      NGC Enhanced Loan Master Fund LP (Cayman) [Contract]

      NGC Enhanced Loan Offshore Fund LP (Cayman) [Contract]

      NGC Enhanced Loan Fund LP (Delaware) [Contract]

     AIC Credit Opportunities Partners Fund II UGP, LLC (Delaware) [100%]

     AIC Credit Opportunities Partners Fund II GP, L.P. (Delaware) [100%]

      AIC Credit Opportunities Partners Master Fund II, LP (Cayman) [Contract]

       AIC COP Investments LLC (Cayman) [Contract]

       AIC COP Facility 2, LLC (Delaware) [Contract]

      AIC Credit Opportunities Partners Fund II (Offshore), L.P. (Cayman) [Contract]

      AIC Credit Opportunities Partners Fund II, L.P. (Delaware) [Contract]

      AIC Credit Opportunities Partners Fund II-A, L.P. (Delaware) [Contract]

      AIC Credit Opportunities Partners Mini-Master Fund II (Offshore), L.P. (Cayman) [Contract]

     Nassau Global Credit LLC (Delaware) [100%]

      NGC CLO Manager LLC (Delaware) [100%]

    NGC 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 (Cayman) [Contract]

       Nassau Private Credit Offshore Fund LP (Cayman) [Contract]

       NPC Tactical Opportunities Fund LP (Delaware) [Contract]

       BSL Corporate Credit Opportunities 1 LP (Delaware) [Contract]

      NPC SGP LLC (Delaware) [100%]

      Nassau NGC Blocker (UK) Ltd. (Cayman) [100%]

      NGC Management (UK) Ltd. (Great Britain) [100%]


Table of Contents

Nassau Global Credit (UK) LLP (Delaware) [99%1]

NPC Diversified Income GP LLC (Delaware) [100%]

NPC Diversified Income Ratings Passthrough Feeder Fund LP (Delaware) [Contract]

NPC Diversified Income Fund LP (Delaware) [Contract]

NPC Diversified Income Master Fund LP (Cayman) [Contract]

NPC Diversified Income Offshore Fund LP (Cayman) [Contract]

Nassau Alternative Investments LLC (Delaware) [100%]

NAMCO 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 and Annuity Company (Connecticut) [100%]

 Nassau Life and Annuity Company ABS C-I LLC (Connecticut) [100%]

 Nassau Life and Annuity Company ABS D-I LLC (Connecticut) [100%]

 Lynbrook Re, Inc. (Vermont) [100%]

 Nassau Life Insurance Company of Kansas (Kansas) [100%]

 Nassau Distribution Holdings II LLC (Delaware) [100%]

NSRE Saybrus Holdings, LLC (Delaware) [100%]

Sunrise Re, Inc. (Vermont) [100%]

Nassau Re/Imagine LLC (Delaware) [100%]

Nassau Employee Co-Invest Fund II LLC (Delaware) [50.20%]

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 Life Insurance Company (New York) [100%]

 

 

1 

NCC Management (UK) Ltd. owns 1%

2 

Current and former employees of The Nassau Companies of New York and its affiliates own 40.25%.

3 

Current and former employees of The Nassau Companies of New York and its affiliates own 42.88%.

Item 33. 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 34. 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; Delaware Life NY Variable Account A; Delaware Life NY Variable Account B; Delaware Life NY Variable Account C; Delaware Life NY Variable Account D; and KBL Variable Account A. 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 06103.


Table of Contents
Name    Positions and Offices with Principal Underwriter
Stephen Anderson    President and Director
Thomas Buckingham    Chairperson and Director
Susan Guazzelli    Vice President, Treasurer and Director
Ping Shao    Chief Compliance Officer
Peter Hosner, Jr.    Chief Financial Officer and Director

 

  (c)

The following commissions and other compensation were received by 1851 Securities Inc., the principal underwriter for the policies supported by the Registrant, from the Registrant during the Registrant’s last fiscal year (all such compensation was paid by NNY):

 

(1) Name of Principal

Underwriter

   (2) Net Underwriting
Discounts and Commissions
     (3) Compensation on
Redemption
     (4) Brokerage
Commissions
     (5) Other
Compensation
 

1851 Securities, Inc.

     None        None        None        None  

Item 35. 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 One American Row, Hartford, Connecticut 06102-5056.

Item 36. Management Services

Not applicable.

Item 37. 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.


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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has caused this Registration Statement to be signed on its behalf, in the City of Hartford, and State of Connecticut on this 30th day of April, 2024.

 

FIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE (SEPARATE ACCOUNT E)
(Registrant)
By:  

/s/ Phillip J. Gass

Phillip J. Gass
President and Chief Executive Officer Nassau Life Insurance Company
NASSAU LIFE INSURANCE COMPANY
(Depositor)
By:  

/s/ Phillip J. Gass

Phillip J. Gass
President and Chief Executive Officer Nassau Life Insurance Company

As required by the Securities Act of 1993, the following persons in the capacities stated have signed this Post-effective Amendment to Registration Statement No. 333-239746 on April 30, 2024.

 

Signature    Title

/s/ Phillip J. Gass

*Phillip J. Gass

  

President, Chief Executive Officer

and Director

/s/ Kostas Cheliotis

Kostas Cheliotis

  

Vice President, General Counsel,

Secretary and Director

/s/ Thomas M. Buckingham

*Thomas M. Buckingham

  

Vice President and Chief Growth Officer,

and Director

/s/ Christine Janofsky

*Christine Janofsky

   Vice President, Chief Financial Officer & Treasurer

/s/ Gary France

*Gary France

   Vice President and Chief Accounting Officer

/s/ Leanne M. Bell

*Leanne M. Bell

   Director

/s/ Kevin J. Gregson

*Kevin J. Gregson

   Director

/s/ Leland C. Launer

*Leland C. Launer

   Director

/s/ Thomas A. Williams

*Thomas A. Williams

   Director

By:

 

/s/ Kostas Cheliotis

Kostas Cheliotis

*As Attorney-in-Fact pursuant to Powers of Attorney

  


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INDEX OF EXHIBITS

 

Exhibit Number   Description
(n)   Consents of Independent Registered Public Accounting Firm
(s)(3)  

Power of attorney for Gary France


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

CONSENTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

POWER OF ATTORNEY FOR GARY FRANCE