As filed with the Securities and Exchange
Commission on
File No. 333-238855
File No. 811-8537
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒
PRE-EFFECTIVE AMENDMENT NO. ☐
POST-EFFECTIVE AMENDMENT NO. 7 ☒
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ☒
Amendment No. 72 ☒
Protective Life
(Exact Name of Registrant)
Protective Life and Annuity Insurance Company
(Name of Depositor)
2801 Highway 280 South
Birmingham, Alabama 35223
(Address of Depositor’s Principal Executive Offices)
(205) 268-1000
(Depositor’s Telephone Number, including Area Code)
BRANDON J. CAGE, Esquire
Protective Life and Annuity Insurance Company
2801 Highway 280 South
Birmingham, Alabama, 35223
(Name and Address of Agent for Services)
Copy to:
STEPHEN E. ROTH, Esquire
THOMAS E. BISSET, Esquire
Eversheds Sutherland (US) LLP
700 Sixth Street, NW, Suite 700
Washington, D.C. 20001-3980
It is proposed that this filing will become effective (check appropriate box):
☐ Immediately upon filing pursuant to paragraph (b) of Rule 485
☒ on May 1, 2026 pursuant to paragraph (b) of Rule 485
☐ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
☐ on pursuant to paragraph (a)(1) of Rule 485
If appropriate, check the following box:
☐ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
Check each box that appropriately characterizes the Registrant:
☐ New Registrant (as applicable, a Registered Separate Account or Insurance Company that has not filed a Securities Act registration or amendment thereto within 3 years preceding this filing)
☐ Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”))
☐ If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act
☒ Insurance Company relying on Rule 12h-7 under the Exchange Act
☐ Smaller reporting company (as defined by Rule 12b-2 under the Exchange Act)
Title of Securities Being Registered: Interests
in a separate
account issued through variable annuity contracts.
Supplement dated May 1, 2026,
(for Applications signed (or purchases under a RightTime option) on or after December 13, 2024) to the
Prospectus dated May 1, 2026, for Protective® Investors Benefit Advisory Variable Annuity NY contracts
Issued by
Protective Life and Annuity Insurance Company
Variable Annuity Account A of Protective Life
This Rate Sheet Prospectus Supplement should be read carefully and retained with the Prospectus dated May 1, 2026, for the Protective Investors Benefit Advisory Variable Annuity NY. You may obtain a current Prospectus by visiting www.protective.com/productprospectus or by calling 1-800-456-6330.
This Rate Sheet Prospectus Supplement updates the Ongoing Fees and Expenses (annual charges) for the Contract provided in the “IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE CONTRACT” section of the Prospectus, Initial Summary Prospectus, and Updating Summary Prospectus, taking into account the current fees for the optional benefits disclosed in this Rate Sheet Prospectus Supplement. This Rate Sheet Prospectus Supplement also provides:
| ● | the current fee for each of the two optional death benefits as described in the "DEATH BENEFIT - Selecting a Death Benefit" section of the Prospectus; |
| ● | the current SecurePay Fee as described in the "PROTECTED LIFETIME INCOME BENEFITS" section of the Prospectus; and |
| ● | the current Maximum Withdrawal Percentage under the SecurePay living benefit rider as described in the "PROTECTED LIFETIME INCOME BENEFITS - Determining the Amount of Your SecurePay Withdrawals" section of the Prospectus. |
This Supplement must be used in conjunction with an effective Protective Investors Benefit Advisory Variable Annuity NY Prospectus.
The Rate Sheet Prospectus Supplement and rates below are effective until superseded by a subsequent Rate Sheet Prospectus Supplement. For applications signed (or purchases under a RightTime option) on or after December 13, 2024, and that we receive in Good Order, we will apply the rates in this supplement up until 10 calendar days after we issue a new Rate Sheet Supplement. We must also receive at least the minimum initial Purchase Payment ($5,000) within 10 calendar days. No new Rate Sheet Prospectus Supplement that supersedes a prior Rate Sheet Prospectus Supplement with new rates will become effective unless it is filed at least 10 business days before the effective date of the new Rate Sheet Prospectus Supplement. Any new Rate Sheet Prospectus Supplement will be sent to existing Contract Owners and can be obtained as outlined below.
Before submitting your application for a Protective Investors Benefit Advisory Variable Annuity NY, please obtain a current Rate Sheet Prospectus Supplement. To obtain a current Rate Sheet Prospectus Supplement:
| ● | Contact your financial advisor |
| ● | Contact us toll-free at 1-800-456-6330 |
| ● | Go to www.protective.com/productprospectus or |
| ● | Go to www.sec.gov under File No. 333-238855. |
IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE CONTRACT
Ongoing Fees and Expenses (annual charges)
The table below describes the fees and expenses that you may pay each year, depending on the options you choose. Please refer to your Contract specifications page for information about the specific fees you will pay each year based on the options you have elected.
| Annual Fee | Minimum | Maximum |
| Base Contract (1) | ||
| Investment Options (Fund fees and expenses) (2) | | |
Optional benefits available for an additional charge (for a single optional benefit, if elected) |
(1)
(2)
(3)
(4)
Because your Contract is customizable, the options and benefits you choose can affect how much you will pay. To help you understand the cost of owning your Contract, the following table shows the lowest and highest cost you could pay each year, based on current charges. These estimates assume that you do not take any withdrawals from the Contract, which could add surrender charges that substantially increase costs.
| Lowest Annual Cost: $ | Highest Annual Cost: $ |
| Assumes: | Assumes: |
● Investment of $100,000 ● 5% annual appreciation ● Least expensive combination of Fund fees and expenses ● No optional benefits ● No additional Purchase | ● Investment of $100,000 ● 5% annual appreciation ● Most expensive combination of optional benefits and Fund fees and expenses ● No additional Purchase |
Payments, transfers or withdrawals ● No sales charges ● No Advisory Fees |
Payments, transfers or withdrawals ● No sales charges ● No Advisory Fees |
For additional information about annual charges, see “FEE TABLE” and “CHARGES AND DEDUCTIONS” in the Prospectus.
OPTIONAL DEATH BENEFIT FEES
The current fee for each of the two optional death benefits available under your Contract are as follows:
| Return of Purchase Payments Death Benefit Fee (as an annualized percentage of the death benefit value on each Monthly Anniversary Date, beginning on the 1st Monthly Anniversary Date) | |
| Maximum Anniversary Value Death Benefit Fee (as an annualized percentage of the death benefit value on each Monthly Anniversary Date, beginning on the 1st Monthly Anniversary Date) |
SECUREPAY FEE
The current SecurePay Fee applicable to your Contract is as follows:
| Purchase of SecurePay Pro rider at Contract Purchase (as an annualized percentage of the Benefit Base) | |
| Purchase of SecurePay Pro rider under RightTime (as an annualized percentage of the Benefit Base) |
MAXIMUM WITHDRAWAL PERCENTAGE
The Maximum Withdrawal Percentage under the SecurePay rider applicable to your Contract will not change for the life of your Contract.
| Age of (Younger) Covered Person on the Benefit Election Date |
(One Covered Person) Withdrawal Percentage |
(Two Covered Persons) Withdrawal Percentage | ||
| 60 | 4.55% | 4.05% | ||
| 61 | 4.65% | 4.15% | ||
| 62 | 4.70% | 4.20% | ||
| 63 | 4.80% | 4.30% | ||
| 64 | 4.85% | 4.35% | ||
| 65 | 4.95% | 4.45% | ||
| 66 | 5.05% | 4.55% | ||
| 67 | 5.10% | 4.60% | ||
| 68 | 5.20% | 4.70% | ||
| 69 | 5.30% | 4.80% | ||
| 70 | 5.40% | 4.90% | ||
| 71 | 5.55% | 5.05% | ||
| 72 | 5.65% | 5.15% | ||
| 73 | 5.75% | 5.25% | ||
| 74 | 5.90% | 5.40% | ||
| 75 | 6.05% | 5.55% | ||
| 76 | 6.20% | 5.70% | ||
| 77 | 6.35% | 5.85% | ||
| 78 | 6.50% | 6.00% | ||
| 79 | 6.65% | 6.15% | ||
| 80 | 6.85% | 6.35% | ||
| 81 | 6.99% | 6.49% | ||
| 82 | 7.13% | 6.63% | ||
| 83 | 7.26% | 6.76% | ||
| 84 | 7.40% | 6.90% | ||
| 85 | 7.54% | 7.04% | ||
| 86 | 7.69% | 7.19% | ||
| 87 | 7.85% | 7.35% | ||
| 88 | 7.99% | 7.49% | ||
| 89 | 8.14% | 7.64% | ||
| 90 | 8.45% | 7.95% | ||
| 91 | 8.62% | 8.12% | ||
| 92 | 8.80% | 8.30% | ||
| 93 | 8.95% | 8.45% | ||
| 94 | 9.12% | 8.62% | ||
| 95+ | 9.64% | 9.14% |
If you have any questions regarding this Rate Sheet Prospectus Supplement, please contact your financial advisor or us toll free at 1-800-456-6330. Please keep this Rate Sheet Prospectus Supplement for future reference.
| |
Protective® Investors Benefit Advisory Variable Annuity NY
|
| |
Protective Life and Annuity Insurance Company
Variable Annuity Account A of Protective Life P.O. Box 10648 Birmingham, Alabama 35202‑0648 Telephone: 1‑800‑456‑6330 www.protective.com |
|
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | |
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | |
| | FEES, EXPENSES, AND ADJUSTMENTS | | |||
| | | ||||
| | Are There Transaction Charges? | Yes. You may be charged $ For additional information about transaction charges, see “FEE TABLE - Transaction Expenses” and “CHARGES AND DEDUCTIONS” in the Prospectus. | | ||
| | Are There Ongoing Fees and Expenses (annual charges)? | ||||
| | Annual Fee | | | Minimum | | | Maximum | |
| | Base contract (1) | | | | | | | |
| | Investment options (Fund fees and expenses) (2) | | | | | | | |
| | Optional benefits available for an additional charge | | | See Rate Sheet Prospectus Supplement (3) | | | See Rate Sheet Prospectus Supplement (4) | |
| | Lowest Annual Cost: See Rate Sheet Prospectus Supplement | Highest Annual Cost: See Rate Sheet Prospectus Supplement | |||
• Investment of $100,000 • 5% annual appreciation • Least expensive combination of Fund fees and expenses • No optional benefits • No additional Purchase Payments, transfers or withdrawals • No sales charge • No Advisory Fees | • Investment of $100,000 • 5% annual appreciation • Most expensive combination of optional benefits and Fund fees and expenses • No additional Purchase Payments, transfers, or withdrawals • No sales charge • No Advisory Fees | | |||
| | For additional information about annual charges, see “FEE TABLE” and “CHARGES AND DEDUCTIONS” in the Prospectus. | | |||
| | RISKS | | |||
| | Yes. You can lose money by investing in this Contract, including loss of principal. For additional information about the risk of loss, see “PRINCIPAL RISKS OF INVESTING IN THE CONTRACT” in the Prospectus. | | |||
| | Is this a Short-Term Investment? | No. This Contract is not a short-term investment and is not appropriate for an investor who needs ready access to cash. Although you are permitted to take withdrawals or surrender the Contract, federal and state income taxes may apply. Withdrawals will reduce your Contract Value and death benefit. If you elect to pay Advisory Fees from your Contract Value, this deduction will reduce the death benefits and other guaranteed benefits. The benefits of tax deferral and living benefit protections also mean the Contract is less beneficial to investors with a short time horizon. For additional information about the investment profile of the Contract, see “PRINCIPAL RISKS OF INVESTING IN THE CONTRACT,” “CHARGES AND DEDUCTIONS,” ”FEDERAL TAX MATTERS,” “ADVISORY FEES PAID FROM YOUR CONTRACT VALUE,” and “TAXATION OF ANNUITIES IN GENERAL” in the Prospectus. | | ||
| | What Are the Risks Associated with the Investment Options? | An investment in this Contract is subject to the risk of poor investment performance and can vary depending on the performance of the Investment Options available under the Contract. Each Investment Option (including the Guaranteed Account) has its own unique risks. You should review the prospectuses for the available Funds and consult with your financial professional before making an investment decision. For additional information about the risks associated with Investment Options, see “PRINCIPAL RISKS OF INVESTING IN THE CONTRACT” in the Prospectus. | | ||
| | What Are the Risks Related to the Insurance Company? | An investment in the Contract is subject to the risks related to the Company. Any obligations (including under the Guaranteed Account), guarantees, or benefits under the Contract are subject to the claims-paying ability of the Company. More information about the Company, including its financial strength ratings, is available upon request at no charge by calling us at 1-800-456-6330 or writing us at the address shown on the cover page. For additional information about Company risks, see “PRINCIPAL RISKS OF INVESTING IN THE CONTRACT,” and “THE COMPANY, VARIABLE ACCOUNT AND FUNDS” in the Prospectus. | | ||
| | RESTRICTIONS | | |||
| | Are There Restrictions on the Investment Options? | Yes. Currently, there is no charge when you transfer Contract Value among Investment Options. However, we reserve the right to charge $25 for each transfer after the first 12 transfers in any Contract Year in the future. We reserve the right to remove or substitute Funds as Investment Options that are available under the Contract. We also reserve the right to restrict the allocation of additional Purchase Payments and/or transfers of Contract Value to a Fund if we determine the Fund no longer meets one or more of our Fund selection criteria and/or if a Fund has not attracted significant contract owner assets. For additional information about Investment Options, see “CHARGES AND DEDUCTIONS – Transfer Fee” and “THE COMPANY, VARIABLE ACCOUNT AND FUNDS – Selection of Funds – Addition, Deletion or Substitutions of Investments” in the Prospectus. | | ||
| | Are There any Restrictions on Contract Benefits? | Yes. If you select a Protected Lifetime Income Benefit rider: • The Investment Options available to you under the Contract will be limited. • You may not make additional Purchase Payments two years or more after the Rider Issue Date or on or after the Benefit Election Date, whichever comes first. • Withdrawals from Contract Value that exceed the annual withdrawal amount under the rider may significantly reduce or eliminate the rider benefits. • We may stop offering an optional benefit rider at any time. • If you elect to pay Advisory Fees from your Contract Value, this deduction will reduce the death benefits and other guaranteed benefits. If you purchased an optional death benefit, withdrawals may also reduce the benefit by an amount greater than the value withdrawn. For additional information about the optional benefits, see "PROTECTED LIFETIME INCOME BENEFITS" and “ADVISORY FEES PAID FROM YOUR CONTRACT VALUE” and “DEATH BENEFIT - Selecting A Death Benefit” in the Prospectus. | | ||
| | TAXES | | |||
| | What Are the Contract’s Tax Implications? | You should consult with a qualified tax advisor regarding the federal tax implications of an investment in, payments received under, and other transactions in connection with this Contract. If you purchase the Contract through a tax-qualified plan or individual retirement arrangement (IRA), you do not get any additional tax deferral. Generally, all earnings on the investments underlying the Contract are tax-deferred until distributed or deemed distributed. A distribution from a non-Qualified Contract, which includes a surrender, withdrawal, payment of a death benefit, or annuity income payments, will generally result in taxable income if there has been an increase in the Contract Value. In the case of a Qualified Contract, a distribution generally will result in taxable income even if there has not been an increase in the Contract Value. In certain circumstances, a 10% additional tax may also apply if the Owner takes a withdrawal before age 59½. All amounts includable in income with respect to the Contract are taxed as ordinary income; no amounts are taxed at the special lower rates applicable to long term capital gains and corporate dividends. If you elect to have Advisory Fees paid out of your Contract Value, this deduction may be subject to federal and state income taxes and a 10% federal additional tax if you are younger than age 59 1/2. For additional information about tax implications, see “FEDERAL TAX MATTERS” and “TAXATION OF ANNUITIES IN GENERAL” in the Prospectus. | | ||
| | CONFLICTS OF INTEREST | | |||
| | How Are Investment Professionals Compensated? | Some investment professionals may receive compensation for promoting and selling this Contract to you in the form of marketing allowances, cash, and other compensation. These investment professionals may have a financial incentive to offer or recommend the Contract over another investment. For additional information about compensation, see “DISTRIBUTION OF THE CONTRACTS” in the Prospectus. | | ||
| | CONFLICTS OF INTEREST | | |||
| | Should I Exchange My Contract? | Some investment professionals may have a financial incentive to offer you a new contract in place of the contract you already own. You should only exchange your current contract if you determine, after comparing the features, fees, and risks of both contracts, that it is better for you to purchase the new contract rather than continue to own your existing contract. For additional information about exchanges, see “TAXATION OF ANNUITIES IN GENERAL – Exchanges of Annuity Contracts” in the Prospectus. | | ||
| | Transfer Fee (1) | | | $ | |
| | Administrative Expenses(1) | | | $ | |
| | Base Contract Expenses (as a percentage of average Variable Account value) (2) | | | | |
| | | | | Maximum | | | Current | |
| | Return of Purchase Payments Death Benefit Fee (as an annualized percentage of the death benefit value on each Monthly Anniversary Date, beginning on the 1st Monthly Anniversary Date)(3) | | | | | | See Rate Sheet Prospectus Supplement | |
| | Maximum Anniversary Value Death Benefit Fee (as an annualized percentage of the death benefit value on each Monthly Anniversary Date, beginning on the 1st Monthly Anniversary Date)(4) | | | | | | See Rate Sheet Prospectus Supplement | |
| | | | Maximum | | | Current | | |||
| Purchase of SecurePay Pro rider at Contract Purchase | | | | | | | | See Rate Sheet Prospectus Supplement | | |
| Purchase of SecurePay Pro rider under RightTime | | | | | | | | See Rate Sheet Prospectus Supplement | | |
| | | | Minimum | | | Maximum | | ||||||
| Annual Fund Expenses before any waivers or expense reimbursements (expenses that are deducted from Fund assets, including management fees, distribution and/or service (12b-1) fees, and other expenses) | | | | | | | | | | | | ||
| Annual Fund Expenses after any waivers or expense reimbursements (1) | | | | | | | | | | | | ||
| | | | 1 year | | | 3 years | | | 5 years | | | 10 years | | ||||||||||||
| Maximum Fund Expense | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| Minimum Fund Expense | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| | | | 1 year | | | 3 years | | | 5 years | | | 10 years | | ||||||||||||
| Maximum Fund Expense | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| Minimum Fund Expense | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| | | | 1 year | | | 3 years | | | 5 years | | | 10 years | | ||||||||||||
| Maximum Fund Expense | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| Minimum Fund Expense | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
|
Fund
|
| |
Maximum
12b-1 fee |
| |||
| Paid to us: | | | | | | | |
|
AB Variable Products Series Fund, Inc.
|
| | |
|
0.25%
|
| |
|
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
|
| | |
|
0.25%
|
| |
|
American Funds Insurance Series
|
| | |
|
0.25%
|
| |
|
BlackRock Variable Series Funds, Inc.
|
| | | | 0.25% | | |
|
Columbia Funds Variable Insurance Trust
|
| | |
|
0.25%
|
| |
|
Fidelity Variable Insurance Products
|
| | |
|
0.25%
|
| |
|
First Trust
|
| | |
|
0.25%
|
| |
|
Franklin Templeton Variable Insurance Products Trust
|
| | |
|
0.25%
|
| |
|
Goldman Sachs Variable Insurance Trust
|
| | |
|
0.25%
|
| |
|
Janus Henderson Variable Investment Trust
|
| | |
|
0.25%
|
| |
|
Legg Mason Partners Variable Equity Trust
|
| | |
|
0.25%
|
| |
|
Lincoln Variable Insurance Products Trust
|
| | |
|
0.25%
|
| |
|
MFS Variable Trust
|
| | |
|
0.25%
|
| |
|
Morgan Stanley Variable Insurance Funds
|
| | |
|
0.25%
|
| |
|
PIMCO Variable Insurance Trust
|
| | |
|
0.25%
|
| |
|
Royce Capital Fund
|
| | |
|
0.25%
|
| |
|
T. Rowe Price Equity Series, Inc.
|
| | |
|
0.25%
|
| |
| | Name of Benefit | | | Purpose | | | Is Benefit Standard or Optional? | | | Maximum Fee | | | Brief Description of Restrictions/Limitations | |
| | | | | | | | | | | • If Advisory Fees are paid from Contract Value, the ongoing deductions will reduce the Contract Value and therefore the Death Benefit. | | |||
| | | | | Equal to the greatest of: 1. the Contract Value, or 2. the aggregate Purchase Payments less an adjustment for each withdrawal (adjustment for each withdrawal is the amount that reduces the Return of Purchase Payments Death Benefit at the time of the withdrawal in the same proportion that the amount withdrawn reduces the Contract Value.) | | | | | | | • Available only at purchase. • Death Benefit will never be more than the Contract Value plus $1,000,000. • If Advisory Fees are paid from Contract Value, the ongoing deductions will reduce the Contract Value and therefore the Death Benefit. • Withdrawals can reduce the Death Benefit by more than the amount withdrawn. • It is possible that this Death Benefit will be no greater than the Contract Value Death Benefit, for which we do not assess a fee. | |
| | Name of Benefit | | | Purpose | | | Is Benefit Standard or Optional? | | | Maximum Fee | | | Brief Description of Restrictions/Limitations | |
| | | | | Equal to the greatest of: 1. the Contract Value, 2. the aggregate Purchase Payments less an adjustment for each withdrawal (adjustment reduces the Maximum Anniversary Value Death Benefit at the time of the withdrawal in the same proportion that the amount withdrawn reduces the Contract Value), or 3. the greatest anniversary value attained prior to the older Owner’s 83rd birthday. | | | | | | | • Available only at purchase (subject to availability). • Death Benefit will never be more than the Contract Value plus $1,000,000. • Cannot be elected if the oldest Owner is 78 or older. • If Advisory Fees are paid from Contract Value, the ongoing deductions will reduce the Contract Value and therefore the Death Benefit. • Withdrawals can reduce the Death Benefit by more than the amount withdrawn. • It is possible that this Death Benefit will be no greater than the Contract Value Death Benefit, for which we do not assess a fee. | |
| | Name of Benefit | | | Purpose | | | Maximum Fee | | | Current Fee | | | Brief Description of Restrictions/Limitations | |
| | | | | | | | | | See Rate Sheet Prospectus Supplement | | | • Benefit limits available Investment Options • No Purchase Payments two years or more after Rider Issue Date or on or after Benefit Election Date, whichever comes first • Withdrawals will reduce the Benefit Base and available SecurePay withdrawals • Excess Withdrawals may significantly reduce or eliminate value of benefit • Available to Contract Owners age 60 to 85. • Advisory Fee deductions will reduce the Contract Value and therefore may limit the potential for increasing the rider’s Annual Withdrawal Amount and Benefit Base through higher Contract Values on Contract Anniversaries. • Not available for Inherited IRA Contracts. | |
| | | | |
Single Life Coverage
|
| |
Joint Life Coverage
|
|
| | Single Owner/Non-spouse Beneficiary | | | Covered Person is the Owner. SecurePay rider expires upon death of Covered Person following the Benefit Election Date. | | | Not applicable. | |
| | | | |
Single Life Coverage
|
| |
Joint Life Coverage
|
|
| | Single Owner/Spouse Beneficiary | | | Covered Person is the Owner. SecurePay rider expires upon death of Covered Person following the Benefit Election Date. Upon death of Covered Person following the Benefit Election Date, the surviving spouse may purchase a new SecurePay rider if he or she continues the Contract under the spousal continuation provisions and certain conditions are met. (See, “Continuation of the Contract by a Surviving Spouse.”) | | | Both are Covered Persons. SecurePay rider expires upon death of last surviving Covered Person following the Benefit Election Date. | |
| | Joint Owner/Non-spouse 2nd Owner | | | Covered Person is older Owner. SecurePay rider expires upon death of Covered Person following the Benefit Election Date. | | | Not applicable. | |
| | Joint Owner/ Spouse 2nd Owner | | | Covered Person is older Owner. SecurePay rider expires upon death of Covered Person following the Benefit Election Date. Upon death of older Owner, the surviving spouse may purchase a new SecurePay rider if he or she continues the Contract under the spousal continuation provisions and certain conditions are met. (See, “Continuation of the Contract by a Surviving Spouse.”) | | | Both are Covered Persons. SecurePay rider expires upon death of last surviving Covered Person following the Benefit Election Date. | |
| | Name of Benefit | | | Purpose | | | Maximum Fee | | | Brief Description of Restrictions/Limitations | |
| | | | | | | | | | • If you select the SecurePay rider, your allocations must comply with our Allocation Guidelines and Restrictions. | | |
| | | | | | | | | | • If you select the SecurePay rider, your allocations must comply with our Allocation Guidelines and Restrictions. | | |
| | | | | | | | | | • If you select the SecurePay rider, the AWP will reduce Benefit Base and available SecurePay withdrawals. • Income taxes, including a 10% additional tax if you are younger than age 59½, may apply. | |
|
If you were born...
|
| |
Your “applicable age” is....
|
| |||
|
Before July 1, 1949
|
| | | | 70½ | | |
|
After June 30, 1949 and before 1951
|
| | | | 72 | | |
|
After 1950 and before 1960
|
| | | | 73 | | |
|
In 1960 or later
|
| | | | 75 | | |
|
Fiscal Year Ended
|
| |
Amount Paid to IDI
|
| |||
|
December 31, 2023
|
| | | $ | 722,408 | | |
|
December 31, 2024
|
| | | $ | 927,105 | | |
|
December 31, 2025
|
| | | $ | 779,336 | | |
| | | Asset Allocation Type | | | | Portfolio Company - Investment Adviser; Sub- Adviser(s), as applicable | | | | Current Expenses | | | | Average Annual Total Returns (as of 12/31/2025) | | | | SecurePay Pro Rider Allocation Investment Category(2) | | | ||||||||
| | 1 Year | | | | 5 Year | | | | 10 Year | | | |||||||||||||||||
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | - | | | | | | | | 4 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | - | | | | | | | | 1 | | |
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | International Equity | | | | Fund® ‑ Class 4 | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Asset Allocation Type | | | | Portfolio Company - Investment Adviser; Sub- Adviser(s), as applicable | | | | Current Expenses | | | | Average Annual Total Returns (as of 12/31/2025) | | | | SecurePay Pro Rider Allocation Investment Category(2) | | | ||||||||
| | 1 Year | | | | 5 Year | | | | 10 Year | | | |||||||||||||||||
| | | Taxable Bond | | | | | | | | | | | | | | | | - | | | | | | | | 1 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | - | | | | | | | | 1 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | 2 | | | |
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | - | | | | | | | | 4 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Taxable Bond | | | | Fund ‑ Class 2 | | | | | | | | | | | | - | | | | | | | | 1 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Allocation | | | | Class 2 | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | Asset Allocation Type | | | | Portfolio Company - Investment Adviser; Sub- Adviser(s), as applicable | | | | Current Expenses | | | | Average Annual Total Returns (as of 12/31/2025) | | | | SecurePay Pro Rider Allocation Investment Category(2) | | | ||||||||
| | 1 Year | | | | 5 Year | | | | 10 Year | | | |||||||||||||||||
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | Sector Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | Sector Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | - | | | | | | | | 1 | | |
| | | Sector Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | Sector Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Asset Allocation Type | | | | Portfolio Company - Investment Adviser; Sub- Adviser(s), as applicable | | | | Current Expenses | | | | Average Annual Total Returns (as of 12/31/2025) | | | | SecurePay Pro Rider Allocation Investment Category(2) | | | ||||||||
| | 1 Year | | | | 5 Year | | | | 10 Year | | | |||||||||||||||||
| | | Sector Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | 2 | | | |
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | - | | | | | | | | 1 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Allocation | | | | Series II | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | 2 | | | |
| | | International Equity | | | | Series II | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
| | | Sector Equity | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
| | | Taxable Bond | | | | | | | | | | | | | | | - | | | | | | | | 1 | | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Money Market | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | | International Equity | | | | Portfolio ‑ Service Shares | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Asset Allocation Type | | | | Portfolio Company - Investment Adviser; Sub- Adviser(s), as applicable | | | | Current Expenses | | | | Average Annual Total Returns (as of 12/31/2025) | | | | SecurePay Pro Rider Allocation Investment Category(2) | | | ||||||||
| | 1 Year | | | | 5 Year | | | | 10 Year | | | |||||||||||||||||
| | | Sector Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | U.S. Equity | | | | Class II | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | Foreign Large Blend | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Asset Allocation Type | | | | Portfolio Company - Investment Adviser; Sub- Adviser(s), as applicable | | | | Current Expenses | | | | Average Annual Total Returns (as of 12/31/2025) | | | | SecurePay Pro Rider Allocation Investment Category(2) | | | ||||||||
| | 1 Year | | | | 5 Year | | | | 10 Year | | | |||||||||||||||||
| | | Global Real Estate | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Mid-Cap Value | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Mid-Cap Growth | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | - | | | | | | | | 4 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | International Equity | | | | Class II | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Commodities | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | - | | | | - | | | | 2 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | - | | | | | | | | 1 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Asset Allocation Type | | | | Portfolio Company - Investment Adviser; Sub- Adviser(s), as applicable | | | | Current Expenses | | | | Average Annual Total Returns (as of 12/31/2025) | | | | SecurePay Pro Rider Allocation Investment Category(2) | | | ||||||||
| | 1 Year | | | | 5 Year | | | | 10 Year | | | |||||||||||||||||
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
| | | Sector Equity | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | 2 | | | |
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | - | | | | - | | | | 2 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | - | | | | | | | | 2 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | Allocation | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | Money Market | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | Sector Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |
| | | Asset Allocation Type | | | | Portfolio Company - Investment Adviser; Sub- Adviser(s), as applicable | | | | Current Expenses | | | | Average Annual Total Returns (as of 12/31/2025) | | | | SecurePay Pro Rider Allocation Investment Category(2) | | | ||||||||
| | 1 Year | | | | 5 Year | | | | 10 Year | | | |||||||||||||||||
| | | Taxable Bond | | | | | | | | | | | | | | | | - | | | | | | | | 1 | | |
| | | International Equity | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| | | U.S. Equity | | | | | | | | | | | | | | | | | | | | | | | | 3 | | |
| | | Taxable Bond | | | | | | | | | | | | | | | | - | | | | | | | | 1 | | |
| |
Investment Category
|
| |
Minimum Allocation
|
| |
Maximum Allocation
|
| |||||||||
| | | | 1 | | | | | | 40% | | | | | | 100% | | |
| | | | 2 | | | | | | 0% | | | | | | 60% | | |
| | | | 3 | | | | | | 0% | | | | | | 25% | | |
| | | | 4 | | | |
Not Permitted
|
| |
Not Permitted
|
| ||||||
| | Name | | | Term | | | Minimum Guaranteed Interest Rate | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| |
Transaction
Date |
| |
Transaction
Type |
| |
Hypothetical
Contract Value Before Transaction |
| |
Purchase
Payments |
| |
Net
Withdrawals |
| |
Advisory
Fee |
| |
Hypothetical
Contract Value |
| |
Benefit
Base |
| |
Adjusted
Withdrawal Amount |
| |
Return of
Contract Value Death Benefit |
| ||||||||||||||||||||||||
| |
1/1/25
|
| |
Contract
Issue |
| | | | N/A | | | | | | 100,000 (A) | | | | | | N/A | | | | | | — | | | | | | 100,000 | | | | | | 100,000 | | | | | | — | | | | | | 100,000 | | |
| |
1/1/26
|
| |
Anniversary
|
| | | | 120,000 (B) | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,000 | | | | | | 120,000 | | | | | | — | | | | | | 120,000 | | |
| |
5/15/26
|
| |
Purchase
Payment |
| | | | 130,000 | | | | | | 80,000 (C) | | | | | | — | | | | | | — | | | | | | 210,000 (D) | | | | | | 210,000 | | | | | | — | | | | | | 210,000 | | |
| |
1/1/27
|
| |
Anniversary
|
| | | | 202,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 202,000 | | | | | | 210,000 | | | | | | — | | | | | | 202,000 | | |
| |
4/1/27
|
| |
Withdrawal
|
| | | | 208,000 | | | | | | — | | | | | | 25,000 (E) | | | | | | — | | | | | | 183,000 (F) | | | | | | 184,760 | | | | | | 25,000 (G) | | | | | | 183,000 (H) | | |
| |
1/1/28
|
| |
Anniversary
|
| | | | 190,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 190,000 | | | | | | 190,000 | | | | | | — | | | | | | 190,000 | | |
| |
1/1/29
|
| |
Anniversary
|
| | | | 180,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 180,000 | | | | | | 190,000 | | | | | | — | | | | | | 180,000 | | |
| |
11/30/29
|
| |
SecurePay WD
|
| | | | 175,000 | | | | | | — | | | | | | 9,500 (I) | | | | | | — | | | | | | 165,500 | | | | | | 190,000 | | | | | | 9,500 (J) | | | | | | 165,500 | | |
| |
1/1/30
|
| |
SecurePay WD
|
| | | | 165,000 | | | | | | | | | | | | 9,500 (K) | | | | | | — | | | | | | 155,500 | | | | | | 190,000 | | | | | | 9,500 | | | | | | 155,500 | | |
| |
3/31/30
|
| |
Excess
Withdrawal |
| | | | 158,000 | | | | | | — | | | | | | 16,000 (L) | | | | | | 2,130 (M) | | | | | | 142,000 | | | | | | 182,184 | | | | | | 18,130 (N) | | | | | | 142,000 | | |
| |
7/1/30
|
| |
Owner Death
|
| | | | 125,000 (O) | | | | | | — | | | | | | — | | | | | | 1,875 (P) | | | | | | 125,000 | | | | | | 182,184 | | | | | | 1,875 | | | | | | 125,000 (Q) | | |
| |
Transaction
Date |
| |
Transaction
Type |
| |
Hypothetical
Contract Value Before Transaction |
| |
Purchase
Payments |
| |
Net
Withdrawals |
| |
Advisory
Fee |
| |
Hypothetical
Contract Value |
| |
Adjusted
Withdrawal Amount |
| |
Return of
Contract Value Death Benefit |
| |||||||||||||||||||||
| |
1/1/20
|
| |
Contract
Issue |
| | | | N/A | | | | | | 100,000 (A) | | | | | | N/A | | | | | | — | | | | | | 100,000 | | | | | | — | | | | | | 100,000 | | |
| |
1/1/21
|
| |
Anniversary
|
| | | | 120,000 (B) | | | | | | | | | | | | — | | | | | | — | | | | | | 120,000 | | | | | | — | | | | | | 120,000 | | |
| |
1/1/22
|
| |
Anniversary
|
| | | | 130,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 130,000 | | | | | | — | | | | | | 130,000 | | |
| |
4/1/22
|
| |
Withdrawal
|
| | | | 125,000 | | | | | | — | | | | | | 25,000 (C) | | | | | | — | | | | | | 100,000 (D) | | | | | | 25,000 (E) | | | | | | 100,000 (F) | | |
| |
1/1/24
|
| |
Anniversary
|
| | | | 103,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 103,000 | | | | | | — | | | | | | 103,000 | | |
| |
10/1/24
|
| |
Purchase
Payment |
| | | | 85,000 | | | | | | 80,000 (G) | | | | | | — | | | | | | — | | | | | | 165,000 | | | | | | — | | | | | | 165,000 | | |
| |
11/30/24
|
| |
Withdrawal
|
| | | | 155,000 | | | | | | — | | | | | | 5,500 (H) | | | | | | — | | | | | | 149,500 | | | | | | 5,500 (I) | | | | | | 149,500 | | |
| |
1/1/25
|
| |
Anniversary
|
| | | | 152,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 152,000 | | | | | | — | | | | | | 152,000 | | |
| |
3/31/25
|
| |
Withdrawal
|
| | | | 160,000 | | | | | | — | | | | | | 16,000 (J) | | | | | | 2,160 (K) | | | | | | 144,000 | | | | | | 18,160 (L) | | | | | | 144,000 | | |
| |
7/1/25
|
| |
Owner Death
|
| | | | 135,000 (M) | | | | | | — | | | | | | — | | | | | | 2,025 (N) | | | | | | 135,000 | | | | | | 2,025 (O) | | | | | | 135,000 (P) | | |
| |
Transaction
Date |
| |
Transaction
Type |
| |
Hypothetical
Contract Value Before Transaction |
| |
Purchase
Payments |
| |
Net
Withdrawals |
| |
Advisory
Fee |
| |
Hypothetical
Contract Value |
| |
Benefit
Base |
| |
Adjusted
Withdrawal Amount |
| |
Return of
Purchase Payments Death Benefit |
| ||||||||||||||||||||||||
| |
1/1/25
|
| |
Contract
Issue |
| | | | N/A | | | | | | 100,000 (A) | | | | | | N/A | | | | | | — | | | | | | 100,000 | | | | | | 100,000 | | | | | | — | | | | | | 100,000 | | |
| |
1/1/26
|
| |
Anniversary
|
| | | | 120,000 (B) | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,000 | | | | | | 120,000 | | | | | | — | | | | | | 120,000 | | |
| |
5/15/26
|
| |
Purchase
Payment |
| | | | 130,000 | | | | | | 80,000 (C) | | | | | | — | | | | | | — | | | | | | 210,000 (D) | | | | | | 210,000 | | | | | | — | | | | | | 210,000 | | |
| |
1/1/27
|
| |
Anniversary
|
| | | | 202,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 202,000 | | | | | | 210,000 | | | | | | — | | | | | | 202,000 | | |
| |
4/1/27
|
| |
Withdrawal
|
| | | | 208,000 | | | | | | — | | | | | | 25,000 (E) | | | | | | — | | | | | | 183,000 (F) | | | | | | 184,760 | | | | | | 21,635 (G) | | | | | | 183,000 (H) | | |
| |
1/1/28
|
| |
Anniversary
|
| | | | 190,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 190,000 | | | | | | 190,000 | | | | | | — | | | | | | 190,000 | | |
| |
1/1/29
|
| |
Anniversary
|
| | | | 180,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 180,000 | | | | | | 190,000 | | | | | | — | | | | | | 180,000 | | |
| |
11/30/29
|
| |
SecurePay WD
|
| | | | 175,000 | | | | | | — | | | | | | 9,500 (I) | | | | | | — | | | | | | 165,500 | | | | | | 190,000 | | | | | | 8,597 (J) | | | | | | 165,500 (K) | | |
| |
1/1/30
|
| |
SecurePay WD
|
| | | | 165,000 | | | | | | | | | | | | 9,500 (L) | | | | | | — | | | | | | 155,500 | | | | | | 190,000 | | | | | | 8,623 | | | | | | 155,500 | | |
| |
3/31/30
|
| |
Excess
Withdrawal |
| | | | 158,000 | | | | | | — | | | | | | 16,000 (M) | | | | | | 2,130 (N) | | | | | | 142,000 | | | | | | 182,184 | | | | | | 16,196 (O) | | | | | | 142,000 (P) | | |
| |
7/1/30
|
| |
Owner Death
|
| | | | 125,000 (Q) | | | | | | — | | | | | | — | | | | | | 1,875 (R) | | | | | | 125,000 | | | | | | 182,184 | | | | | | 1,874 | | | | | | 125,000 (S) | | |
| |
Transaction
Date |
| |
Transaction
Type |
| |
Hypothetical
Contract Value Before Transaction |
| |
Purchase
Payments |
| |
Net
Withdrawals |
| |
Advisory
Fee |
| |
Hypothetical
Contract Value |
| |
Adjusted
Withdrawal Amount |
| |
Return of
Purchase Payments Death Benefit |
| |||||||||||||||||||||
| |
1/1/20
|
| |
Contract
Issue |
| | | | N/A | | | | | | 100,000 (A) | | | | | | N/A | | | | | | — | | | | | | 100,000 | | | | | | — | | | | | | 100,000 | | |
| |
1/1/21
|
| |
Anniversary
|
| | | | 120,000 (B) | | | | | | | | | | | | — | | | | | | — | | | | | | 120,000 | | | | | | — | | | | | | 120,000 | | |
| |
1/1/22
|
| |
Anniversary
|
| | | | 130,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 130,000 | | | | | | — | | | | | | 130,000 | | |
| |
4/1/22
|
| |
Withdrawal
|
| | | | 125,000 | | | | | | — | | | | | | 25,000 (C) | | | | | | — | | | | | | 100,000 (D) | | | | | | 26,000 (E) | | | | | | 100,000 (F) | | |
| |
1/1/24
|
| |
Anniversary
|
| | | | 103,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 103,000 | | | | | | — | | | | | | 103,000 | | |
| |
10/1/24
|
| |
Purchase
Payment |
| | | | 85,000 | | | | | | 80,000 (G) | | | | | | — | | | | | | — | | | | | | 165,000 | | | | | | — | | | | | | 165,000 | | |
| |
11/30/24
|
| |
Withdrawal
|
| | | | 155,000 | | | | | | — | | | | | | 5,500 (H) | | | | | | — | | | | | | 149,500 | | | | | | 5,465 (I) | | | | | | 149,500 (J) | | |
| |
1/1/25
|
| |
Anniversary
|
| | | | 152,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 152,000 | | | | | | — | | | | | | 152,000 | | |
| |
3/31/25
|
| |
Withdrawal
|
| | | | 160,000 | | | | | | — | | | | | | 16,000 (K) | | | | | | 2,160 (L) | | | | | | 144,000 | | | | | | 16,859 (M) | | | | | | 144,000 | | |
| |
7/1/25
|
| |
Owner Death
|
| | | | 135,000 (N) | | | | | | — | | | | | | — | | | | | | 2,025 (O) | | | | | | 135,000 | | | | | | 1,975 (P) | | | | | | 135,000 (Q) | | |
| |
Transaction
Date |
| |
Transaction
Type |
| |
Hypothetical
Contract Value Before Transaction |
| |
Purchase
Payments |
| |
Net
Withdrawals |
| |
Advisory
Fee |
| |
Hypothetical
Contract Value |
| |
Benefit
Base |
| |
Adjusted
Withdrawal Amount |
| |
Anniversary
Value (A) |
| |
Maximum
Anniversary Value Death Benefit |
| |||||||||||||||||||||||||||
| |
1/1/25
|
| |
Contract
Issue |
| | | | N/A | | | | | | 100,000 (B) | | | | | | N/A | | | | | | — | | | | | | 100,000 | | | | | | 100,000 | | | | | | — | | | | | | 100,000 | | | | | | — | | |
| |
1/1/26
|
| |
Anniversary
|
| | | | 120,000 (C) | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,000 | | | | | | 120,000 | | | | | | — | | | | | | 143,075 | | | | | | — | | |
| |
5/15/26
|
| |
Purchase
Payment |
| | | | 130,000 | | | | | | 80,000 (D) | | | | | | — | | | | | | — | | | | | | 210,000 (E) | | | | | | 210,000 | | | | | | — | | | | | | — | | | | | | — | | |
| |
1/1/27
|
| |
Anniversary
|
| | | | 202,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 202,000 | | | | | | 210,000 | | | | | | — | | | | | | 145,075 | | | | | | — | | |
| |
4/1/27
|
| |
Withdrawal
|
| | | | 208,000 | | | | | | — | | | | | | 25,000 (F) | | | | | | — | | | | | | 183,000 (G) | | | | | | 184,760 | | | | | | 21,635 (H) | | | | | | — | | | | | | — | | |
| |
1/1/28
|
| |
Anniversary
|
| | | | 190,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 190,000 | | | | | | 190,000 | | | | | | — | | | | | | 154,710 (I) | | | | | | — | | |
| |
7/1/28
|
| |
Quarterly
Anniversary |
| | | | 195,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 195,000 | | | | | | 190,000 | | | | | | — | | | | | | — | | | | | | — | | |
| |
1/1/29
|
| |
Anniversary
|
| | | | 180,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 180,000 | | | | | | 190,000 | | | | | | — | | | | | | 144,710 | | | | | | — | | |
| |
11/30/29
|
| |
SecurePay WD
|
| | | | 175,000 | | | | | | — | | | | | | 9,500 (J) | | | | | | — | | | | | | 165,500 | | | | | | 190,000 | | | | | | 8,597 (K) | | | | | | 139,710 (L) | | | | | | — | | |
| |
1/1/30
|
| |
SecurePay WD
|
| | | | 165,000 | | | | | | | | | | | | 9,500 (M) | | | | | | — | | | | | | 155,500 | | | | | | 190,000 | | | | | | 8,623 | | | | | | 138,307 | | | | | | — | | |
| |
3/31/30
|
| |
Excess
Withdrawal |
| | | | 158,000 | | | | | | — | | | | | | 16,000 (N) | | | | | | 2,130 (O) | | | | | | 142,000 | | | | | | 182,184 | | | | | | 16,196 (P) | | | | | | — | | | | | | — | | |
| |
7/1/30
|
| |
Owner Death
|
| | | | 125,000 (Q) | | | | | | — | | | | | | — | | | | | | 1,875 (R) | | | | | | 125,000 | | | | | | 182,184 | | | | | | 1,874 | | | | | | — | | | | | | 154,710 (S) | | |
| |
Transaction
Date |
| |
Transaction
Type |
| |
Hypothetical
Contract Value Before Transaction |
| |
Purchase
Payments |
| |
Net
Withdrawals |
| |
Advisory
Fee |
| |
Hypothetical
Contract Value |
| |
Adjusted
Withdrawal Amount |
| |
Anniversary
Value (A) |
| |
Maximum
Anniversary Value Death Benefit |
| ||||||||||||||||||||||||
| |
1/1/25
|
| |
Contract
Issue |
| | | | N/A | | | | | | 100,000 (B) | | | | | | N/A | | | | | | — | | | | | | 100,000 | | | | | | — | | | | | | 100,000 | | | | | | — | | |
| |
1/1/26
|
| |
Anniversary
|
| | | | 120,000 (C) | | | | | | | | | | | | — | | | | | | — | | | | | | 120,000 | | | | | | — | | | | | | 154,755 | | | | | | — | | |
| |
1/1/27
|
| |
Anniversary
|
| | | | 130,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 130,000 | | | | | | — | | | | | | 164,755 (D) | | | | | | — | | |
| |
4/1/27
|
| |
Withdrawal
|
| | | | 125,000 | | | | | | — | | | | | | 25,000 (E) | | | | | | — | | | | | | 100,000 (F) | | | | | | 20,000 (G) | | | | | | — | | | | | | — | | |
| |
7/1/28
|
| |
Quarterly
Anniversary |
| | | | 105,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 105,000 | | | | | | — | | | | | | — | | | | | | — | | |
| |
1/1/29
|
| |
Anniversary
|
| | | | 103,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 103,000 | | | | | | — | | | | | | 157,755 | | | | | | — | | |
| |
10/1/29
|
| |
Purchase
Payment |
| | | | 85,000 | | | | | | 80,000 (H) | | | | | | — | | | | | | — | | | | | | 165,000 | | | | | | — | | | | | | — | | | | | | — | | |
| |
11/30/29
|
| |
Withdrawal
|
| | | | 155,000 | | | | | | — | | | | | | 5,500 (I) | | | | | | — | | | | | | 149,500 | | | | | | 5,677 (J) | | | | | | — | | | | | | — | | |
| |
1/1/30
|
| |
Anniversary
|
| | | | 152,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 152,000 | | | | | | — | | | | | | 132,432 (K) | | | | | | — | | |
| |
Transaction
Date |
| |
Transaction
Type |
| |
Hypothetical
Contract Value Before Transaction |
| |
Purchase
Payments |
| |
Net
Withdrawals |
| |
Advisory
Fee |
| |
Hypothetical
Contract Value |
| |
Adjusted
Withdrawal Amount |
| |
Anniversary
Value (A) |
| |
Maximum
Anniversary Value Death Benefit |
| ||||||||||||||||||||||||
| |
3/31/30
|
| |
Withdrawal
|
| | | | 160,000 | | | | | | — | | | | | | 16,000 (L) | | | | | | 2,160 (M) | | | | | | 144,000 | | | | | | 17,516 (N) | | | | | | — | | | | | | — | | |
| |
7/1/30
|
| |
Owner Death
|
| | | | 135,000 (O) | | | | | | — | | | | | | — | | | | | | 2,025 (P) | | | | | | 135,000 | | | | | | 2,052 (Q) | | | | | | — | | | | | | 164,755 (R) | | |
|
Date
|
| |
Investment
Return During Year at 5% |
| |
Annuity
Value Before Payment |
| |
Payment
Made |
| |
Annuity
Value After Payment |
| ||||||||||||
|
Annuity Date
|
| | | | | | | | | $ | 100,000.00 | | | | | $ | 0.00 | | | | | $ | 100,000.00 | | |
|
End of 1st year
|
| | | $ | 5,000.00 | | | | | $ | 105,000.00 | | | | | $ | 23,097.48 | | | | | $ | 81,902.52 | | |
|
End of 2nd year
|
| | | $ | 4,095.13 | | | | | $ | 85,997.65 | | | | | $ | 23,097.48 | | | | | $ | 62,900.17 | | |
|
End of 3rd year
|
| | | $ | 3,145.01 | | | | | $ | 66,045.17 | | | | | $ | 23,097.48 | | | | | $ | 42,947.69 | | |
|
End of 4th year
|
| | | $ | 2,147.38 | | | | | $ | 45,095.08 | | | | | $ | 23,097.48 | | | | | $ | 21,997.60 | | |
|
End of 5th year
|
| | | $ | 1,099.88 | | | | | $ | 23,097.48 | | | | | $ | 23,097.48 | | | | | $ | 0.00 | | |
| |
Contract
Year |
| |
End of
Year Attained Age |
| |
Maximum
Allowed Withdrawal Percentage |
| |
Purchase
Payments |
| |
Actual
Withdrawals |
| |
Annual
Withdrawal Amount |
| |
Annual
Withdrawal Amount Balance |
| |
Excess
Withdrawal |
| |
Hypothetical
Contract Value |
| |
End of
Year Benefit Base |
| ||||||||||||||||||||||||
| |
At issue
|
| |
60
|
| | | | | | | | | | 100,000 | | | | | | N/A | | | | | | — | | | | | | — | | | | | | — | | | | | | 100,000 | | | | | | 100,000 (A) | | |
| |
1
|
| |
61
|
| | | | 3.50% | | | | | | 50,000 (B) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 153,975 | | | | | | 153,975 | | |
| |
2
|
| |
62
|
| | | | 3.50% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 161,676 | | | | | | 161,676 | | |
| |
3
|
| |
63
|
| | | | 3.50% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 160,300 | | | | | | 161,676 | | |
| |
4
|
| |
64
|
| | | | 3.50% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 176,543 | | | | | | 176,543 | | |
| |
5
|
| |
65
|
| | | | 4.00% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 185,796 | | | | | | 185,796 | | |
| |
6
|
| |
66
|
| | | | 5.00% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 192,345 | | | | | | 192,345 | | |
| |
7
|
| |
67
|
| | | | 5.00% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 232,976 | | | | | | 232,976 | | |
| |
8
|
| |
68
|
| | | | 5.00% | | | | | | — | | | | | | 10,000 (C) | | | | | | — | | | | | | — | | | | | | — | | | | | | 228,630 | | | | | | 228,630 (D) | | |
| |
9
|
| |
69
|
| | | | 5.00% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 249,675 | | | | | | 249,675 | | |
| |
10
|
| |
70
|
| | | | 5.25% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 265,498 | | | | | | 265,498 | | |
| |
11
|
| |
71R
|
| | | | 5.25% | | | | | | — | | | | | | 13,939 | | | | | | 13,939 (E) | | | | | | — | | | | | | — | | | | | | 256,438 | | | | | | 265,498 | | |
| |
12
|
| |
72
|
| | | | 5.25% | | | | | | — | | | | | | 13,939 | | | | | | 13,939 (E) | | | | | | — | | | | | | — | | | | | | 245,854 | | | | | | 265,498 | | |
| |
13
|
| |
73
|
| | | | 5.25% | | | | | | — | | | | | | 13,939 | | | | | | 13,939 (E) | | | | | | — | | | | | | — | | | | | | 243,965 | | | | | | 265,498 | | |
| |
14
|
| |
74
|
| | | | 5.25% | | | | | | — | | | | | | 5,000 | | | | | | 13,939 (F) | | | | | | 8,939 (F) | | | | | | — | | | | | | 240,951 | | | | | | 265,498 | | |
| |
15
|
| |
75
|
| | | | 5.25% | | | | | | — | | | | | | 13,939 | | | | | | 13,939 (G) | | | | | | — | | | | | | — | | | | | | 236,710 | | | | | | 265,498 | | |
| |
16
|
| |
76
|
| | | | 5.25% | | | | | | — | | | | | | 13,939 | | | | | | 13,939 (G) | | | | | | — | | | | | | — | | | | | | 227,843 | | | | | | 265,498 | | |
| |
17
|
| |
77
|
| | | | 5.25% | | | | | | — | | | | | | 13,939 | | | | | | 13,939 (G) | | | | | | — | | | | | | — | | | | | | 201,496 | | | | | | 265,498 | | |
| |
18
|
| |
78
|
| | | | 5.25% | | | | | | — | | | | | | 50,000 | | | | | | 13,939 (H) | | | | | | — | | | | | | 36,061 (H) | | | | | | 161,985 | | | | | | 214,451 (I) | | |
| Age of (Younger) Covered Person on the Benefit Election Date |
| |
(One Covered Person) Withdrawal Percentage
(as a percentage of the Benefit Base) |
| |
(Two Covered Persons) Withdrawal Percentage
(as a percentage of the Benefit Base) |
| ||||||
| 60 | | | | | 4.55% | | | | | | 4.05% | | |
| 61 | | | | | 4.65% | | | | | | 4.15% | | |
| 62 | | | | | 4.70% | | | | | | 4.20% | | |
| 63 | | | | | 4.80% | | | | | | 4.30% | | |
| 64 | | | | | 4.85% | | | | | | 4.35% | | |
| 65 | | | | | 4.95% | | | | | | 4.45% | | |
| 66 | | | | | 5.05% | | | | | | 4.55% | | |
| 67 | | | | | 5.10% | | | | | | 4.60% | | |
| 68 | | | | | 5.20% | | | | | | 4.70% | | |
| 69 | | | | | 5.30% | | | | | | 4.80% | | |
| 70 | | | | | 5.40% | | | | | | 4.90% | | |
| 71 | | | | | 5.55% | | | | | | 5.05% | | |
| 72 | | | | | 5.65% | | | | | | 5.15% | | |
| 73 | | | | | 5.75% | | | | | | 5.25% | | |
| 74 | | | | | 5.90% | | | | | | 5.40% | | |
| 75 | | | | | 6.05% | | | | | | 5.55% | | |
| 76 | | | | | 6.20% | | | | | | 5.70% | | |
| 77 | | | | | 6.35% | | | | | | 5.85% | | |
| 78 | | | | | 6.50% | | | | | | 6.00% | | |
| 79 | | | | | 6.65% | | | | | | 6.15% | | |
| 80 | | | | | 6.85% | | | | | | 6.35% | | |
| 81 | | | | | 6.99% | | | | | | 6.49% | | |
| 82 | | | | | 7.13% | | | | | | 6.63% | | |
| 83 | | | | | 7.26% | | | | | | 6.76% | | |
| 84 | | | | | 7.40% | | | | | | 6.90% | | |
| 85 | | | | | 7.54% | | | | | | 7.04% | | |
| 86 | | | | | 7.69% | | | | | | 7.19% | | |
| 87 | | | | | 7.85% | | | | | | 7.35% | | |
| 88 | | | | | 7.99% | | | | | | 7.49% | | |
| 89 | | | | | 8.14% | | | | | | 7.64% | | |
| 90 | | | | | 8.45% | | | | | | 7.95% | | |
| 91 | | | | | 8.62% | | | | | | 8.12% | | |
| 92 | | | | | 8.80% | | | | | | 8.30% | | |
| 93 | | | | | 8.95% | | | | | | 8.45% | | |
| 94 | | | | | 9.12% | | | | | | 8.62% | | |
| 95+ | | | | | 9.64% | | | | | | 9.14% | | |
|
Age of (Younger) Covered Person on the Benefit Election Date
|
| |
Withdrawal Percentage -
(One Covered Person) |
| |
Withdrawal Percentage -
(Two Covered Persons) |
| ||||||
|
At least 60 but less than 65 years old
|
| | | | 3.50% | | | | | | 3.00% | | |
|
Age of (Younger) Covered Person on the Benefit Election Date
|
| |
Withdrawal Percentage -
(One Covered Person) |
| |
Withdrawal Percentage -
(Two Covered Persons) |
| ||||||
| 65 | | | | | 4.00% | | | | | | 3.50% | | |
| 66 | | | | | 4.10% | | | | | | 3.60% | | |
| 67 | | | | | 4.20% | | | | | | 3.70% | | |
| 68 | | | | | 4.30% | | | | | | 3.80% | | |
| 69 | | | | | 4.40% | | | | | | 3.90% | | |
| 70 | | | | | 4.50% | | | | | | 4.00% | | |
| 71 | | | | | 4.55% | | | | | | 4.05% | | |
| 72 | | | | | 4.60% | | | | | | 4.10% | | |
| 73 | | | | | 4.65% | | | | | | 4.15% | | |
| 74 | | | | | 4.70% | | | | | | 4.20% | | |
| 75 | | | | | 4.75% | | | | | | 4.25% | | |
| 76 | | | | | 4.80% | | | | | | 4.30% | | |
| 77 | | | | | 4.85% | | | | | | 4.35% | | |
| 78 | | | | | 4.90% | | | | | | 4.40% | | |
| 79 | | | | | 4.95% | | | | | | 4.45% | | |
| 80 | | | | | 5.00% | | | | | | 4.50% | | |
PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY
P.O. Box 10648
Birmingham, Alabama 35202-0648
Telephone: 1-800-456-6330
STATEMENT OF ADDITIONAL INFORMATION
VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE
A FLEXIBLE PREMIUM
DEFERRED VARIABLE AND FIXED ANNUITY CONTRACT
This Statement of Additional Information (“SAI”) contains information in addition to the information described in the Prospectus for the individual flexible premium deferred variable and fixed annuity contract (the "Contract") offered by Protective Life and Annuity Insurance Company (the "Company"). This Statement of Additional Information is not a prospectus. It should be read only in conjunction with the Prospectus for the Contract and the Prospectuses for the Funds. The Prospectuses provide detailed information concerning the Contract and the variable investment options that fund the Contract. Each variable investment option is a subaccount of the Company’s Variable Annuity Account A of Protective Life. Definitions of special terms used in the SAI are found in the Prospectus for the Contract. The Prospectus for the Contract is dated May 1, 2026. You may obtain a copy of the Prospectus by writing us at P.O. Box 10648, Birmingham, Alabama 35202-0648 or calling us toll free at 1-800-456-6330.
THE DATE OF THIS STATEMENT OF ADDITIONAL INFORMATION IS MAY 1, 2026.
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
| Page | |
| THE COMPANY | 3 |
| THE VARIABLE ACCOUNT | 3 |
| SAFEKEEPING OF ACCOUNT ASSETS | 3 |
| RECORDS AND REPORTS | 3 |
| EXPERTS | 3 |
| FINANCIAL STATEMENTS | 4 |
2
THE COMPANY
The Company
We are Protective Life and Annuity Insurance Company ("Protective Life", the “Company”, “we”, “our” and “us”), an Alabama corporation. Protective Life is the principal operating subsidiary of Protective Life Corporation (“PLC”), a U.S. insurance holding company and a wholly-owned subsidiary of Daiichi Life Group, Inc. (“Daiichi”) (formerly Dai-ichi Life Holdings, Inc.). Daiichi's stock is traded on the Tokyo Stock Exchange. No other company has any legal responsibility to pay amounts that the Company owes under the Contracts. The Company is solely responsible for paying all amounts owed to you under the Contract.
THE VARIABLE ACCOUNT
The Variable Annuity Account A of Protective Life (the “Variable Account”) is a separate investment account of Protective Life. The Variable Account was established under Alabama law by the Board of Directors of Protective Life on December 1, 1997.
SAFEKEEPING OF ACCOUNT ASSETS
Title to the assets of the Variable Account is held by Protective Life. The assets are kept physically segregated and held separate and apart from the Company's general account assets and from the assets in any other separate account.
Records are maintained of all purchases and redemptions of Fund shares held by each of the Sub-Accounts.
The officers and employees of Protective Life are covered by an insurance company blanket bond issued in the amount of $50 million dollars. The bond insures against dishonest and fraudulent acts of officers and employees.
RECORDS AND REPORTS
Protective Life will maintain all records and accounts relating to the Variable Account. As presently required by the 1940 Act and regulations promulgated thereunder, reports containing such information as may be required under the Act or by any other applicable law or regulation will be sent to Owner(s) periodically at the last known address.
EXPERTS
The financial statements of the subaccounts that comprise Variable Annuity Account A of Protective Life as of December 31, 2025, and for each of the years or periods presented, have been incorporated by reference in this Statement of Additional Information in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
The financial statements of Protective Life and Annuity Insurance Company as of December 31, 2025 and 2024, and for each of the years in the three-year period ended December 31, 2025, have been incorporated by reference in this Statement of Additional Information in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
The audit report covering the December 31, 2025 financial statements includes explanatory language that states that the financial statements are prepared by Protective Life and Annuity Insurance Company using statutory accounting practices prescribed or permitted by the Alabama Department of Insurance, which is a basis of accounting other than U.S. generally accepted accounting principles. Accordingly, the
3
audit report states that the financial statements are not intended to be and, therefore, are not presented fairly in accordance with U.S. generally accepted accounting principles and further states that those financial statements are presented fairly, in all material respects, in accordance with statutory accounting practices prescribed or permitted by the Alabama Department of Insurance.
The business address for KPMG LLP is 420 20th Street North, Suite 1800, Birmingham, Alabama 35203.
FINANCIAL STATEMENTS
The audited statements of assets and liabilities of the subaccounts that comprise Variable Annuity Account A of Protective Life as of December 31, 2025, and the related statements of operations for the year or period then ended, and the statements of changes in net assets for each of the years or periods in the two-year period then ended as well as the Report of Independent Registered Public Accounting Firm are incorporated into the Statement of Additional Information by reference to the Variable Account's Form N-VPFS, File No. 811-8537, filed with the SEC on April 21, 2026.
The audited statutory statements of admitted assets, liabilities, and capital and surplus of Protective Life and Annuity Insurance Company as of December 31, 2025 and 2024, and the related statutory statements of operations, changes in capital and surplus, and cash flow for each of the years in the three-year period ended December 31, 2025, as well as the Independent Auditors' Report are incorporated into the Statement of Additional Information by reference to the Variable Account's Form N-VPFS, File No. 811-8537, filed with the SEC on April 6, 2026. Protective Life's audited financial statements should be considered only as bearing on its ability to meet its obligations under the Contracts. They should not be considered as bearing on the investment performance of the assets held in the Variable Account.
4
PART C
OTHER INFORMATION
Item 27. Exhibits.
(a) Board of Directors Resolutions
(a) (1) Resolution of the Board of Directors of Protective Life and Annuity Insurance Company (Formerly American Foundation Life Company) authorizing establishment of the Variable Account A of Protective Life is incorporated herein by reference to the Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-201920), filed with the Commission on April 29, 2020.
(b) Custodial Agreements - Not Applicable
(c) Underwriting Contracts
(c) (1) Distribution Agreement between IDI and PLAIC is incorporated herein by reference to Post-Effective Amendment No. 5 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on September 19, 2011.
(c) (2) Second Amended Distribution Agreement between IDI and PLAIC is incorporated herein by reference to the to the Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-179963), filed with the Commission on April 29, 2014.
(c) (2) (i) First Amendment to the Second Amended Distribution Agreement between IDI and PLAIC is incorporated herein by reference to the N-4 Registration Statement (File No. 333-240103), filed with the Commission on July 27, 2020.
(c) (3) Distribution Agreement between Investment Distributors, Inc. and broker-dealers is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-233415), filed with the Commission on August 22, 2019.
(d) Contracts (including Riders and Endorsements)
(d) (1) Form of Individual Flexible Premium Deferred Variable and Fixed Annuity Contract is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on June 1, 2020.
(d) (2) Contract Schedule for Individual Contracts is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on June 1, 2020.
(d) (3) Guaranteed Account Endorsement is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on June 1, 2020.
(d) (4) SecurePay Rider is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on June 1, 2020.
(d) (5) Qualified Retirement Plan Endorsement is incorporated herein by reference to Pre-Effective Amendment No.1 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on August 24, 2020.
(d) (6) Roth IRA Endorsement is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on August 24, 2020.
(d) (7) Traditional IRA Endorsement is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on August 24, 2020.
(d) (8) Return of Purchase Payments Death Benefit Rider is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on June 1, 2020.
(d) (9) Annuitization Bonus Endorsement is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on June 1, 2020.
C-1
(e) Applications
(e) (1) Contract Application for Individual Flexible Premium Deferred Variable and Fixed Annuity Contract is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on June 1, 2020.
(e) (1) (i) Amended Contract Application for Individual Flexible Premium Deferred Variable and Fixed Annuity Contract is incorporated herein by reference to Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on April 23, 2025.
(f) Depositor's Certificate of Incorporation and By-Laws
(f) (1) Charter of Protective Life and Annuity Insurance Company is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-41577), filed with the Commission on December 5, 1997.
(f) (1) (i) 2005 Amended and Restated Articles of Incorporation of Protective Life and Annuity Insurance Company is incorporated herein by reference to Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-201920), filed with the Commission on April 29, 2020.
(f) (2) By-Laws of Protective Life and Annuity Insurance Company is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-41577), filed with the Commission on December 5, 1997.
(f) (2) (i) 2011 Amended and Restated By-Laws of Protective Life and Annuity Insurance Company is incorporated herein by reference to Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-201920), filed with the Commission on April 29, 2020.
(g) Reinsurance Contracts - Not Applicable
(h) Participation Agreements
(h) (1) Participation Agreement dated April 30, 2002 (Lord Abbett Series Funds) is incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on April 30, 2009.
(h) (1) (i) Rule 22c-2 Shareholder Information Agreement (Lord Abbett Series Funds) is incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on April 30, 2009.
(h) (2) Participation Agreement dated December 19, 2003 (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on April 30, 2009.
(h) (2) (i) Rule 22c-2 Shareholder Information Agreement (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on April 30, 2009.
(h) (2) (ii) Amendment dated April 12, 2011 to Participation Agreement re Summary Prospectus (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to the Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-146508), filed with the Commission on April 28, 2011.
(h) (2) (iii) Amendment dated December 22, 2020 to Participation Agreement (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (2) (iv) Amendment dated April 12, 2021 to Participation Agreement (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (2) (v) Amendment dated March 24, 2022 to Participation Agreement (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 15, 2022.
C-2
(h) (2) (vi) Amendment dated April 23, 2024 to Participation Agreement (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to the Post-Effective Amendment No. 3 to the Form N-4 Registration Statement (333-261830), filed with the Commission on July 19, 2024.
(h) (3) Participation Agreement dated May 1, 2008 (Fidelity Variable Insurance Products) is incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on April 30, 2009.
(h) (3) (i) Amendment to Participation Agreement dated October 15, 2020 (Fidelity Variable Insurance Products) is incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on November 24, 2020.
(h) (3) (ii) Amendment to Participation Agreement dated March 10, 2022 (Fidelity Variable Insurance Products) is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 15, 2022.
(h) (4) Participation Agreement dated May 1, 2008 (Franklin Templeton Variable Insurance Products Trust) is incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on April 30, 2009.
(h) (4) (i) Rule 22c-2 Shareholder Information Agreement (Franklin Templeton Variable Insurance Products Trust) is incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on April 30, 2009.
(h) (4) (ii) Amendment dated August 16, 2010 to Participation Agreement re Summary Prospectus (Franklin Templeton Variable Insurance Products Trust) is incorporated herein by reference to the Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-146508), filed with the Commission on April 28, 2011.
(h) (4) (iii) Participation Agreement dated November 30, 2020 (Franklin Templeton Variable Insurance Products Trust) is incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on November 24, 2020.
(h) (4) (iv) Addendum dated November 30, 2020 to Participation Agreement (Franklin Templeton Variable Insurance Products Trust) is incorporated herein reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (4) (v) Amendment dated March 31, 2021 to Participation Agreement (Franklin Templeton Variable Insurance Products Trust) is incorporated herein reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (4) (vi) Amendment dated May 1, 2025 to Participation Agreement (Franklin Templeton Variable Insurance Products Trust) is incorporated herein by reference to Pre-Effective Amendment No. 2 to the Form N-6 Registration Statement (File No. 333-284719), filed with the Commission on September 24, 2025.
(h) (5) Participation Agreement dated August 20, 2020 (DFA Investment Dimensions Group Inc.) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on August 24, 2020.
(h) (6) Participation Agreement dated November 1, 2009 (Legg Mason) is incorporated herein by reference to the Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on October 29, 2009.
(h) (6) (i) Amendment dated March 1, 2012 to Participation Agreement (Legg Mason) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on November 24, 2020.
(h) (6) (ii) Amendment dated August 11, 2020 to Participation Agreement (Legg Mason) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on November 24, 2020.
C-3
(h) (6) (iii) Amendment dated May 1, 2025 to Participation Agreement (Legg Mason) is incorporated herein by reference to Pre-Effective Amendment No. 2 to the Form N-6 Registration Statement (File No. 333-284719), filed with the Commission on August 24, 2025.
(h) (7) Participation Agreement dated November 1, 2009 (PIMCO Variable Insurance Products Trust) is incorporated herein by reference to the Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on October 29, 2009.
(h) (7) (i) Novation of and Amendment dated April 25, 2011 to Participation Agreement (PIMCO Variable Insurance Products Trust) is incorporated herein by reference to the Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-146508), filed with the Commission on April 28, 2011.
(h) (7) (ii) Amendment dated April 25, 2011 to Participation Agreement re Summary Prospectus (PIMCO Variable Insurance Products Trust) is incorporated herein by reference to the Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-146508), filed with the Commission on April 28, 2011.
(h) (7) (iii) Amendment dated September 1, 2020 to Participation Agreement (PIMCO Variable Insurance Products Trust) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (7) (iv) Amendment dated April 2, 2021 to Participation Agreement (PIMCO Variable Insurance Products Trust) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (7) (v) Amendment dated April 1, 2025 to Participation Agreement (PIMCO Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on April 23, 2025.
(h) (8) Participation Agreement dated November 1, 2009 (Royce Capital) is incorporated herein by reference to the Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on October 29, 2009.
(h) (8) (i) Rule 22c-2 Information Sharing Agreement (Royce Capital) is incorporated herein by reference to the Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on October 29, 2009.
(h) (8) (ii) Amendment dated November 30, 2020 (Royce Capital) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (8) (iii) Amendment dated April 1, 2025, to Participation Agreement (Royce Capital) is incorporated herein by reference to Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 238855), filed with the Commission on April 23, 2025.
(h) (9) Participation Agreement dated June 1, 2010 (AIM-Invesco Variable Insurance Funds) is incorporated herein by reference to Post-Effective Amendment No. 19 to the Form N-4 Registration Statement (File No. 333-113070), filed with the Commission on April 25, 2011.
(h) (10) Participation Agreement dated June 18, 2015 (American Funds) is incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on November 24, 2020.
(h) (10) (i) Amendment dated November 30, 2020 to Participation Agreement (American Funds) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (10) (ii) Amendment dated March 22, 2021 to Participation Agreement (American Funds) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (10) (iii) Amendment dated April 1, 2025 to Participation Agreement (American Funds) is incorporated herein by reference to Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on April 23, 2025.
C-4
(h) (11) Participation Agreement dated May 1, 2016 (Clayton Street Funds) is incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on November 24, 2020.
(h) (11) (i) Amendment dated September 1, 2020 to Participation Agreement (Clayton Street Funds) is incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on November 24, 2020.
(h) (11) (ii) Amendment dated December 10, 2020 to Participation Agreement (Clayton Street Funds) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (11) (iii) Amendment dated March 10, 2022 to Participation Agreement (Clayton Street Funds) is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 15, 2022.
(h) (12) Participation Agreement dated August 20, 2020 (Vanguard Variable Insurance Fund) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on August 24, 2020.
(h) (12) (i) Revised Schedule A dated April 30, 2021 to Participation Agreement (Vanguard Variable Insurance Fund) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on April 29, 2021.
(h) (12) (ii) Revised Schedule A dated May 1, 2025 (Vanguard Variable Insurance Fund) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-284719), filed with the Commission on July 9, 2025.
(h) (13) Participation Agreement dated December 16, 2020 (Alliance Bernstein) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 16, 2021.
(h) (13) (i) Amendment dated March 15, 2021 to Participation Agreement (Alliance Bernstein) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File 333-240193), filed with the Commission on April 16, 2021.
(h) (13) (ii) Amendment dated April 1, 2024 to Participation Agreement (Alliance Bernstein) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 15, 2024.
(h) (14) Participation Agreement dated December 1, 2020 (BlackRock) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File 333-240193), filed with the Commission on April 16, 2021.
(h) (14) (i) Amendment dated April 1, 2021 to Participation Agreement (BlackRock) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File 333-240193), filed with the Commission on April 16, 2021.
(h) (14) (ii)Amendment dated April 1, 2022 to Participation Agreement (Blackrock) is incorporated herein by reference to Post-Effective Amendment No. 3 to the Form N-6 Registration Statement (File 333-257081), filed with the Commission on April 25, 2023.
(h) (15) Participation Agreement dated April 12, 2021 (Columbia Funds Variable Insurance Trust I) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File 333-240193), filed with the Commission on April 16, 2021.
(h) (15) (i) Participation Agreement dated April 12, 2021 (Columbia Funds Variable Insurance Trust II) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File 333-240193), filed with the Commission on April 16, 2021.
C-5
(h) (15) (ii) Amendment dated March 22, 2022 to Participation Agreement (Columbia Funds Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 15, 2022.
(h) (16) Participation Agreement dated December 8 ,2020 (T. Rowe Price) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File 333-240193), filed with the Commission on April 16, 2021.
(h) (16) (i) Rule 22c-2 Agreement dated December 8, 2020 (T. Rowe Price) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File 333-240193), filed with the Commission on April 16, 2021.
(h) (16) (ii) Amendment dated May 3, 2021 to Participation Agreement (T. Rowe Price) is incorporated herein by reference to the Form N-4 Registration Statement (File No.333-261830), filed with the Commission on December 22, 2021.
(h) (17) Participation Agreement dated December 8, 2020 between PLAIC and American Century Investment Services, Inc. is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-6 Registration Statement (File No. 333-257081), filed with the Commission on September 21, 2021.
(h) (17) (i) Amendment dated April 1, 2022 to Participation Agreement (American Century Investment Services, Inc.) is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 15, 2022.
(h) (18) Participation Agreement dated November 1, 2007 (Morgan Stanley Investment Management Inc.) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on April 30, 2009.
(h) (18) (i) Amendment dated March 11, 2022 to Participation Agreement (Morgan Stanley Investment Management Inc.) is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 15, 2022.
(h) (18) (ii) Amendment dated October 5, 2020 to Participation Agreement (Morgan Stanley Investment Management Inc.) is incorporated herein by reference to Pre-Effective Amendment No. 2 to the Form N-4 Registration Statement (333-261830), filed with the Commission on July 14, 2023.
(h) (19) Participation Agreement dated November 15, 2020 (Janus Aspen Series) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-6 Registration Statement (File No. 333-257081), filed with the Commission on September 21, 2021.
(h) (19) (i) Amendment dated March 1, 2022 to Participation Agreement (Janus Aspen Series) is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 15, 2022.
(h) (20) Participation Agreement dated May 1, 2012 (MFS Variable Insurance Trust) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-6 Registration Statement (File No. 333-257081), filed with the Commission on September 21, 2021.
(h) (20) (i) Amendment dated October 1, 2020 to Participation Agreement (MFS Variable Insurance Trust) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-6 Registration Statement (File No. 333-257081), filed with the Commission on September 21, 2021.
(h) (20) (ii) Amendment dated March 22, 2022 to Participation Agreement (MFS Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 3 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on April 25, 2023.
(h) (20) (iii) Amendment dated August 11, 2022 to Participation Agreement (MFS Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 3 to the Form N-6 Registration Statement (File No. 333-257081), filed with the Commission on April 25, 2023.
C-6
(h) (21) Participation Agreement dated May 1, 2023 (Lincoln Variable Insurance Products Trust) is incorporated herein by reference to Post-Effective Amendment No. 4 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 15, 2024.
(h) (21) (i) Amendment dated April 29, 2024 to Participation Agreement (Lincoln Variable Insurance Products Trust) is incorporated herein by reference to Post-Effective Amendment No. 4 to the Form N-4 Registration Statement (File No. 333-240193), filed with the Commission on April 15, 2024.
(h) (21) (ii) Amendment dated April 24, 2026 to Participation Agreement (Lincoln Variable Insurance Products Trust) – Filed herein.
(h) (22) Participation Agreement dated April 29, 2025 (First Trust) – filed herein.
(h) (23) Participation Agreement dated November 9, 2020 (Putnam Variable Trust) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-6 Registration Statement (File No. 333-257081), filed with the Commission on September 21, 2021.
(h) (23) (i) Amendment dated November 9, 2020 to Participation Agreement (Putnam Variable Trust) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-6 Registration Statement (File No. 333-257081), filed with the Commission on September 21, 2021.
(h) (23) (ii) Amendment dated September 21, 2022 to Participation Agreement (Putnam Variable Trust) is incorporated herein by reference to Post-Effective Amendment No. 3 to the Form N-6 Registration Statement (File No. 333-257081), filed with the Commission on April 25, 2023.
(h) (23) (iii) Amendment dated April 29, 2026 to Participation Agreement (Putnam Variable Trust) – filed herein.
(i) Administrative Contracts - Not Applicable
(j) Other Material Contracts - Not Applicable
(k) Legal Opinion
(k) (1) Opinion of Brandon J. Cage, Esq. is incorporated herein by reference to Post-Effective Amendment No. 3 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on April 25, 2023.
(l) Other Opinions
(l) (1) Consents of KPMG LLP - Filed herein.
(m) Omitted Financial Statements - Not Applicable
(n) Initial Capital Agreements - Not Applicable
(o) Form of Initial Summary Prospectuses is incorporated herein by reference to Post-Effective Amendment No. 5 to the Form N-4 Registration Statement (File No. 333-238855), filed with the Commission on December 10, 2024.
(p) Powers of Attorney – Filed herein.
C-7
Item 28. Directors and Officers of the Depositor
| Name and Principal Business Address* | Position and Offices with Depositor | |
| Adams, D. Scott | Executive Vice President, Chief Transformation and Strategy Officer | |
| Bartlett, Malcolm Lee | Senior Vice President, Corporate Tax | |
| Bern, Leigh B. | Senior Vice President and Chief Financial Actuary | |
| Bielen, Richard J. | Chairman of the Board, Chief Executive Officer, and Director | |
| Black, Lance P. | Executive Vice President, Acquisitions and Corporate Development | |
| Byrd, Kenneth | Senior Vice President, Operations | |
| Cramer, Steve | Senior Vice President, and Chief Product Officer | |
| Creutzmann, Scott E. | Senior Vice President, and Chief Compliance Officer | |
| Cropenbaker, John | Senior Vice President, Executive Benefits Markets | |
| Drew, Mark L. | Executive Vice President, and Chief Legal Officer | |
| Evesque, Wendy K. | Executive Vice President, and Chief Human Resources Officer | |
| Hardeman, James | Senior Vice President, Financial Planning and Analysis | |
| Harrison, Wade V. | Vice Chairman, Chief Operating Officer, and Director | |
| Karchunas, M. Scott | Senior Vice President, and President, Asset Protection Division | |
| Kohler, Matthew | Senior Vice President, and Chief Information Officer | |
| Kolmin, Russell | Senior Vice President, and Chief Product Officer | |
| Lassiter, Frank Q. | Vice President, Head of Treasury, and Treasurer | |
| Lawrence, Mary Pat | Senior Vice President, Government Affairs | |
| Lebel, Dominique | Senior Vice President and Chief Risk Officer | |
| McDonald, Laura Y. | Senior Vice President, and Chief Mortgage and Real Estate Officer | |
| Passafiume, Philip E. | Executive Vice President, and Chief Investment Officer | |
| Peeler, Rachelle R. | Senior Vice President, and Senior Human Resources Partner | |
| Peevy, Melinda | Secretary | |
| Pugh, Barbara N. | Senior Vice President, and Chief Accounting Officer | |
| Ray, Webster M. | Senior Vice President, Investments | |
| Seurkamp, Aaron C. | Senior Vice President, and President, Protection and Retirement Division | |
| Wagner, James | Senior Vice President, and Chief Distribution Officer | |
| Wahlheim, Cary T. | Senior Vice President, and Senior Counsel | |
| Wells, Paul R. | President, Chief Financial Officer, and Director | |
| Williams, Doyle J. | Senior Vice President, and Chief Marketing Officer |
* Unless otherwise indicated, principal business address is 2801 Highway 280 South, Birmingham, Alabama 35223
Item 29. Persons Controlled by or Under Common Control With the Depositor or the Registrant
The registrant is a segregated asset account of the Company and is therefore owned and controlled by the Company. All of the Company’s outstanding voting common stock is owned by Protective Life Corporation, a subsidiary of Dai-ichi Life Group, Inc. Protective Life Corporation is described more fully in the prospectus included in this registration statement.
For more information regarding the company structure of Protective Life Corporation and Dai-ichi Life Group, Inc., please refer to the organizational chart filed herein.
Item 30. Indemnification
Article XI of the By-laws of Protective Life provides, in substance, that any of Protective Life’s directors and officers, who is a party or is threatened to be made a party to any action, suit or proceeding, other than an action by or in the right of Protective Life, by reason of the fact that he is or was an officer or director, shall be indemnified by
Protective Life against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such claim, action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Protective Life and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. If the claim, action or suit is or was by or in the right of
C-8
Protective Life to procure a judgment in its favor, such person shall be indemnified by Protective Life against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Protective Life, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to Protective Life unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. To the extent that a director or officer has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified by Protective Life against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, not withstanding that he has not been successful on any other claim issue or matter in any such action, suit or proceeding. Unless ordered by a court, indemnification shall be made by Protective Life only as authorized in the specific case upon a determination that indemnification of the officer or director is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to, or who have been successful on the merits or otherwise with respect to, such claim action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (c) by the shareholders.
In addition, the executive officers and directors are insured by PLC’s Directors’ and Officers’ Liability Insurance Policy including Company Reimbursement and are indemnified by a written contract with PLC which supplements such coverage.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
C-9
Item 31. Principal Underwriters
(a) Investment Distributors, Inc. (“IDI”) is the principal underwriter of the Policies as defined in the Investment Company Act of 1940. IDI is also principal underwriter for the Protective Variable Annuity Separate Account, Protective Variable Life Separate Account, PLICO Variable Annuity Account S, Protective COLI VUL, Protective COLI PPVUL, PLAIC Variable Annuity Account S, Protective NY Variable Life Separate Account, and Protective NY COLI VUL. The principal underwriter, IDI, is also currently distributing units of interest in the following separate accounts: Variable Annuity-1 Series Account, Variable Annuity-1 Series Account of Great West Life & Annuity Insurance Company of New York, Variable Annuity-2 Series Account, Variable Annuity-2 Series Account [New York], Variable Annuity-3 Series Account, COLI VUL-2 Series Account, COLI VUL-2 Series Account of Great West Life & Annuity Insurance Company of New York, COLI VUL-4 Series Account of Great-West Life & Annuity Insurance Company, Maxim Series Account of Great West Life & Annuity Insurance Company, Prestige Variable Life Account, Pinnacle Series Account of Great West Life & Annuity Insurance Company, Trillium Variable Annuity Account.
(b) The following information is furnished with respect to the officers and directors of IDI:
| Name
and Principal Business Address* |
Position and Offices | Position and Offices with Registrant | ||
| Baggett, Alan | Assistant Financial Officer | Senior Analyst, Financial Reporting | ||
| Barkson, Carl | Vice President, Head of Corporate Tax | Vice President, Head of Corporate Tax | ||
| Carlson, Martha H. | Designated Responsible Licensed Producer | Vice President, National Sales Manager Annuity | ||
| Coffman, Benjamin P. | Chief Financial Officer | Vice President, Financial Reporting | ||
| Collazo, Kimberly B. | Assistant Secretary | Vice President, and Senior Counsel | ||
| Creutzmann, Scott E. | Director | Senior Vice President, and Chief Compliance Officer | ||
| Lane, Jamie L. | Director | Vice President, Head of DX and Enterprise Shared Services | ||
| Leopard, Mona | Assistant Secretary | Assistant Secretary | ||
| McCreless, Kevin L. | Chief Compliance Officer | Senior Director, Regulatory | ||
| Morsch, Letitia A. | Assistant Secretary, and Director | Vice President, Head of Retail Retirement Operations | ||
| Peevy, Melinda | Secretary | Secretary | ||
| Tennent, Rayburn | Assistant Financial Officer | Senior Analyst, Financial Reporting | ||
| Wagner, James | President and Director | Senior Vice President, and Chief Distribution Officer |
* Unless otherwise indicated, principal business address is 2801 Highway 280 South, Birmingham, Alabama, 35223.
(c) The following commissions were received by each principal underwriter, directly or indirectly, from the Registrant during the Registrant’s last fiscal year:
| (1) Name of Principal Underwriter |
(2) Net Underwriting Discounts |
(3) Compensation on Redemption |
(4) Brokerage Commissions |
(5) Other Compensation | ||||
| Investment Distributors, Inc. | N/A | None | N/A | N/A |
Item 32. Location of Accounts and Records.
All accounts and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules thereunder are maintained by Protective Life and Annuity Insurance Company at 2801 Highway 280 South, Birmingham, Alabama 35223.
Item 33. Management Services.
All management contracts are discussed in the Prospectus or Statement of Additional Information.
Item 33. Fee Representation
Protective Life and Annuity Insurance Company represents that the fees and charges deducted under the Contract, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Protective Life and Annuity Insurance Company.
C-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement and has duly caused this Post-Effective Amendment to the Registration Statement on Form N-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on April 23, 2026.
VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE
| By: * | |
| Paul R. Wells, President | |
| Protective Life and Annuity Insurance Company |
PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY
| By: * | |
| Paul R. Wells, President | |
| Protective Life and Annuity Insurance Company |
As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement on Form N-4 has been signed by the following persons in the capacities and on the dates indicated:
| Signature | Title | Date | |||
| * | Chairman of the Board, | * | |||
| Richard J. Bielen | Chief Executive Officer, and Director | ||||
| (Principal Executive Officer) | |||||
| * | Vice Chairman, Chief Operating Officer, | * | |||
| Wade V. Harrison | and Director | ||||
| * | President, Chief Financial | * | |||
| Paul R. Wells | Officer, and Director | ||||
| (Principal Accounting and Financial Officer) | |||||
| *BY: | /S/ BRANDON J. CAGE | April 23, 2026 | |||
| Brandon J. Cage | |||||
| Attorney-in-Fact | |||||
C-11
EXHIBIT INDEX
(h) (22) Participation Agreement dated April 29, 2025 (First Trust)
(h) (23) (iii) Amendment dated April 29, 2026 to Participation Agreement (Putnam Variable Trust)
Item (29) Organizational Chart of Daiichi Life Group, Inc.
C-12
Amendment to FUND PARTICIPATION AGREEMENT
THIS AMENDMENT, by and between LINCOLN VARIABLE INSURANCE PRODUCTS TRUST, a Delaware statutory trust (“Trust”), on its behalf and on behalf of its investment series set forth in Exhibit A (each, a “Fund”), LINCOLN FINANCIAL DISTRIBUTORS, INC., a Connecticut corporation (“Distributor”), LINCOLN FINANCIAL INVESTMENTS CORPORATION, a Tennessee corporation (“Adviser”), and PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY (“Company”), a Alabama corporation, is effective as of April 24, 2026 (the “Effective Date”).
WHEREAS, the parties hereto entered into the Fund Participation Agreement (“Agreement”), executed and effective as of May 1, 2023, as amended; and
WHEREAS, the parties desire to amend Exhibit A of the Agreement.
NOW, THEREFORE, in consideration of their mutual promises and covenants hereinafter contained, the parties, intending to be legally bound, agree as follows:
| 1. | Exhibit A shall be deleted in its entirety and replaced with Exhibit A attached hereto. |
| 2. | Unless otherwise defined in this Amendment, all terms used herein shall have the meanings they were ascribed in the Agreement. |
| 3. | All other terms and conditions of the Agreement remain in effect and are hereby incorporated herein by reference. |
| 4. | This Amendment may be executed in counterparts, each of which shall be deemed to be an original. |
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Amendment as of the date and year first above written.
|
LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
By: /s/ Jennifer Matthews Name: Jennifer Matthews Title: Vice President
|
LINCOLN FINANCIAL INVESTMENTS CORPORATION
By: /s/ Jennifer Matthews Name: Jennifer Matthews Title: Vice President
|
|
LINCOLN FINANCIAL DISTRIBUTORS, INC.
By: /s/ Michael Herron Name: Michael Herron Title: VP Sales Operations |
PROTECTIVE LIFE AND ANNUITY INSURANCE
By: /s/ Steve Cramer Name: Steve Cramer Title: Chief Product Officer – Retirement Division |
1
Exhibit A
The currently available Funds of the Trust are:
| 1. | LVIP JPMorgan U.S. Equity Fund |
| 2. | LVIP JPMorgan Small Cap Core Fund |
| 3. | LVIP JPMorgan Mid Cap Value Fund |
| 4. | LVIP JPMorgan Core Bond Fund |
| 5. | LVIP American Century Balanced Fund |
| 6. | LVIP American Century Capital Appreciation Fund |
| 7. | LVIP Avantis Large Cap Value Fund |
| 8. | LVIP American Century Inflation Protection Fund |
| 9. | LVIP American Century International Fund |
| 10. | LVIP American Century Large Company Value Fund |
| 11. | LVIP American Century Mid Cap Value Fund |
| 12. | LVIP American Century Ultra Fund |
| 13. | LVIP American Century Value Fund |
| 14. | LVIP ClearBridge Dividend Strategy Fund |
| 15. | LVIP ClearBridge Large Cap Growth Fund |
- 2 -
PARTICIPATION AGREEMENT
Among
PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY,
FIRST TRUST VARIABLE INSURANCE TRUST,
and
FIRST TRUST PORTFOLIOS, LP.
THIS AGREEMENT, made and entered into as of this 29th day of April, 2025 by and among Protective Life And Annuity Insurance Company (hereinafter “PLAIC" or “Company”), an Alabama life insurance company, on its own behalf and on behalf of its separate account(s) listed on Schedule A attached hereto (the " Account(s)"); First Trust Variable Insurance Trust, a business trust organized under the laws of the Commonwealth of Massachusetts ("Fund"); and First Trust Portfolios, L.P., an Illinois limited partnership (the "Distributor'') (each a "Party," and collectively, the "Parties").
WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and/or variable annuity contracts (collectively, the "Variable Insurance Products") to be offered by insurance Company, including the Company, which have entered into participation agreements similar to this Agreement ("Participating Insurance Company"); and
WHEREAS, the beneficial interest in the Fund may be divided into several series of shares, each designated a "Portfolio" and representing the interest in a particular managed portfolio of securities and other assets; and
WHEREAS, the Fund may rely on an order from the Securities and Exchange Commission ("SEC"), dated January 17, 200l (Fi1e No. 812-12282), granting Participating Insurance Company and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended ("1940 Act"), and Rules 6e-2(b)(l5) and 6e-3(T)(b)(l5) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of life insurance Company that may or may not be affiliated with one another and qualified pension and retirement plans (“Qualified Plans) (“Mixed and Shared Funding Exemptive Order”) and
WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and shares of the Portfolio(s) are registered under the Securities Act of 1933. as amended ("1933 Act"); and
WHEREAS, the Distributor is duly registered as a broker-dealer under the Securities Exchange Act of 1934 , as amended ("1934 Act"), and is a member in good standing of the Financial Industry Regulatory Authority, Inc. ("FINRA"); and
WHEREAS, the Company has established or will establish one or more Accounts to offer variable annuity contracts and/or variable life contracts (“Contracts”), set forth on Schedule A, and it seeks to have the Fund serve as certain of the underlying funding vehicles of such Contracts; and
WHEREAS, each Account is a duly organized, validly existing segregated asset account established by resolution of the Board of Directors of the Company under the insurance laws of the State of Alabama, to set aside and invest assets attributable to the Contracts; and
WHEREAS, the Company have registered each Account as a unit investment trust under the 1940 Act unless excepted from registration pursuant to Section 3(c)(7) or Section 3(c)(11) of the 1940 Act, and has registered (or will register prior to sale) the securities deemed to be issued by each Account under the 1933 Act unless exempt from registration; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intend to purchase shares in the Portfolio(s) listed in Schedule B hereto (the "Designated Portfolio(s)"), on behalf of an Account to fund the Contracts, and the Fund is authorized to sell such shares to unit investment trusts, such as each Account, at net asset value; and
WHEREAS, the Company will perform certain services for the Fund in connection with the Contracts; and
WHEREAS, the Fund, acting through the Fund's transfer agent, has established a master account on its mutual fund shareholder account system (the "T/A Account") reflecting the aggregate ownership of shares of the Portfolios and all transactions involving such shares by the Company on behalf of each Accounts; and
WHEREAS, in the event both parties agree to use National Securities Clearing Corporation ("NSCC") Fund/SERV System ("Fund/SERV System"), upon notification to the Fund of such availability, the parties may permit the Fund to receive, and the Company to transmit, purchase and redemption orders of Portfolio shares using the NSCC Fund/SERV System; and
WHEREAS, upon such notification, in order to receive and transmit orders for Portfolio shares via Fund/SERV, it is intended that the Fund and the Company, or their duly authorized agents, will establish an account using Fund/SERV (the “Fund/SERV Account'') that will reflect corresponding transactions and Portfolio share balances in the T/A Account;
NOW, THEREFORE, in consideration of their mutual promises, the Parties, agree as follows:
ARTICLE 1. Sale of Fund Shares
| 1.1. | The Fund agrees to make shares of the Designated Portfolio(s) available for purchase at the applicable net asset value per share by the Company and each Account on those days on which the Fund calculates its Designated Portfolio(s)' net asset value pursuant to rules of the SEC, and the Fund shall use commercially reasonable efforts to calculate such net asset value on each day which the New York Stock Exchange ("NYSE") is open for regular trading. Notwithstanding the foregoing, the Board of Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary in the best interests of the |
| shareholders of such Designated Portfolio. |
| 1.2. | The Fund and Distributor will not sell shares of the Designated Portfolio(s) to any other Participating Insurance Company separate account unless an agreement containing provisions substantially the same as Sections 2.1, 2.4 and 2.10 of Article II, Sections 3.4 and 3.5 of Article III and Article VII of this Agreement is in effect to govern such sales. |
| 1.3. | The Fund agrees to (a) sell to the Company those full and fractional shares of the Designated Portfolio(s) that the Company, on behalf of each Account, orders, and (b) redeem, on the Company's order, any full or fractional shares of the Fund held by the Company, in each case executing such orders on each Business Day at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus of the Fund ("Fund Prospectus"). For purposes of this Section 1.3, the Company shall be the designee of the Fund for receipt of such orders and receipt by such designee shall constitute receipt by the Fund, provided that: |
| i. | if the Company transmits such request to the Fund via the NSCC Fund/SERV System and/or Defined Contribution Clearance & Settlement ("DCC&S") platform, such request must be received by the Company by the close of regular trading on the NYSE and must be received from Fund/SERV by 9:00 a.m. Eastern Time on the next following Business Day; or |
| ii. | if there are technical problems with Fund/SERV, or if the Parties are not able to transmit or receive information through Fund/SERV (e.g., send requests via fax), such request must be received by the fund by 10:00 a.m. Eastern Time on the next following Business Day. |
With regard to purchase and redemptions of Shares under this Section 1.3, the Company is solely responsible for ensuring that each such purchase or redemption is the net result of requests from Contract owners for Contract transactions received by it or its duly designated agent each Business Day before the time(s) that the Fund calculates its net asset value. In the event that any Party is prohibited from communicating, processing or settling Portfolio share transactions via Fund/SERV or Networking, such Party shall notify the other Parties by 10:00 a.m. Eastern Time. "Business Day" shall mean any day on which the NYSE is open for trading and on which the Designated Portfolio calculates its net asset value pursuant to the rules of the SEC. The Company shall provide the Fund with net purchase and redemption requests computed in accordance with Section 1.7 hereof. The Company agrees to purchase and redeem the shares of each Designated Portfolio offered by the Fund Prospectus in accordance with the provisions of such Prospectus.
| 1.4. | In the event of net purchases, the Company shall pay for Fund shares the same Business Day after an order to purchase Fund shares is made in accordance with the provisions of Section 1.3 hereof. Payment shall be in federal funds transmitted to the Fund by wire by the close of the Federal Reserve wire system. With respect to orders submitted via NSCC, payment shall be from the designated NSCC Settling Bank on behalf of the Company by the time specified by the Fund's transfer agent (the "NSCC Wire Cut-off Time"). If payment in federal funds for any purchase is not received or is received by the Fund after 5:30 p.m. |
| Eastern time on such Business Day or by the NSCC Wire Cut-Off Time, the Company shall promptly, upon the Fund’s request, reimburse the Fund for any charges, costs, fees, interest or other expenses incurred by the Fund in connection with any advances to, or borrowings or overdrafts by, the Fund, or any similar expenses incurred by the Fund, as a result of portfolio transactions effected by the Fund based upon such purchase request. Upon receipt by the Fund of the federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund . "Settling Bank" shall mean the entity appointed by the party to perform such settlement services which entity agrees to abide by NSCC's then current rules and procedures insofar as they related to funds settlement. |
| 1.5 | In the event of net redemptions, the Fund shall pay and transmit the proceeds of redemptions of Fund shares the same Business Day after a redemption order is received in accordance with Section 1.3 hereof (with respect to orders submitted via NSCC), from the designated NSCC Settling Bank on behalf of the Fund. Payment shall be in federal funds transmitted to the Company or their designee by wire. Notwithstanding the foregoing, the Fund may delay the payment of redemptions and provide redemption proceeds up to three days (3) following the redemption date if the redemption request represents more than twenty percent (20%) of the assets of the Portfolio held by the Contract owners of the Company and the Company does not provide at least ten (10) days advances notice of the proposed redemption . |
| 1.6 | The Fund shall make the net asset value per share for each Designated Portfolio available to the Company on each Business Day as soon as reasonably practical after the net asset value per share is calculated and shall use commercially reasonable efforts to make such net asset value per share available by 6:00 p.m. Eastern time. In the event that the Fund is unable to meet the 6:00 p.m. time stated herein, the Fund shall provide additional time for the Company to place orders received in good order for the purchase and redemption of shares equal to the additional time it takes the Fund to make the net asset value available to the Company. However, if net asset values are not available for inclusion in the next business cycle and purchase orders/redemption are not able to be calculated and available for the Company to execute within the time frame identified in Section 1.3 hereof, the Company on behalf of each Account, shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct share net asset value. |
| 1.7 | At the end of each Business Day, the Company shall use the information described herein to calculate Account unit values for the day. Using these unit values, the Company shall process each such Business Day's separate account transactions based on requests and premiums received by it by the close of regular trading on the floor of the NYSE to determine the net dollar amount of Fund shares which shall be purchased or redeemed at that day's closing net asset value per share. |
| 1.8 | In the event of an error in the computation of a Designated Portfolio's net asset value per share (“NAV") or any dividend or capital gain distribution (each, a "pricing error"), the Fund's adviser or the Fund shall notify the Company as soon as possible after discovery of the error. Such notification may be verbal, but shall be confirmed promptly in writing in accordance with Article XI of this Agreement. Any error in the calculation or reporting of the closing NAV or any dividend or capital gain distribution shall be reported promptly, upon discovery, to the Company. In such event, the Company shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct closing NAV and the Fund or the Fund's adviser shall bear the reasonable and necessary expenses of |
| correcting such errors including correcting statements previously provided to Contract owners in connection with Fund shares held by Contract owners or in adjusting proceeds paid to Contract owners who have redeemed interests under their Contracts. Upon notification by the Fund or Fund's adviser of any overpayment, the Company shall promptly remit to the Fund or Fund's adviser any overpayment that has not been paid to Contract owners; however, the Fund and the Fund's adviser acknowledges that the Company does not intend to seek additional payments from any Contract owner who, because of a pricing error, may have underpaid for units of interest credited to his/her account. |
| 1.9 | The Fund shall furnish same day notice (by wire or telephone, followed by written confirmation) to the Company of any income, dividends or capital gain distributions payable on the Designated Portfolio(s)' shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on the Designated Portfolio shares in additional shares of that Designated Portfolio. The Company reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of such dividends and distributions. |
| 1.10 | Issuance and transfer of the Fund's shares will be by book entry only. Stock certificates will not be issued to the Company or each Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate sub-account of each Account. |
| 1.11. | The Parties acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Fund's shares may be sold to other Participating Insurance Company (subject to Article VI hereof) and the cash value of the Contracts may be invested in other investment Company. |
ARTICLE II. Representations and Warranties
| 2.1. | The Company represents and warrants that the securities deemed to be issued by each Account under the Contracts are or will be registered under the 1933 Act or exempt from registration thereunder, and that the Contracts will be issued and sold in compliance in all material respects with all applicable laws, rules, and regulations (collectively, "laws"). The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account prior to any issuance or sale of units thereof as a segregated asset account under the applicable state insurance laws and has registered each Account as a unit investment trust in accordance with the provisions of the 1940 Act, unless exempt from registration pursuant to the 1940 Act, to serve as a segregated investment account for the Contracts and that it will maintain such registration for so long as required by applicable law. |
| 2.2. | The Fund represents and warrants that Designated Portfolio(s) shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with all applicable federal and state securities laws including without limitation the 1933 Act, the 1934 Act, and the 1940 Act, and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Fund shall register and qualify the shares for sale in accordance with the laws of the various states |
| only if and to the extent deemed advisable by the Fund. |
| 2.3. | The Fund has adopted a Rule 12b-l Service Plan under which it makes payments to finance certain expenses. The Fund represents and warrants that it has a Board, a majority of whom are not interested persons of the Fund, which has approved its Rule 12b-1 Service Plan to finance certain expenses of the Fund and that any change to the Fund's Rule 12b-1 Service Plan will be approved by a similarly constituted Board. |
| 2.4. | The Fund makes no representations as to whether any aspect of its operations, including but not limited to, investment policies, fees and expenses, complies with the insurance and other applicable laws of the various states, except that the Fund represents that the Fund's investment policies, fees and expenses are and shall at all times remain in compliance with the laws of the Commonwealth of Massachusetts to the extent required to perform this Agreement. |
| 2.5. | The Fund represents and warrants that it is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will comply in all material respects with the 1940 Act. |
| 2.6. | The Distributor represents and warrants that it is and shall remain duly qualified and registered under all applicable laws and that it shall perform its obligations for the Fund in compliance in all material respects with all applicable federal and state securities laws. |
| 2.7. | The Fund represents and warrants that all of its Trustees, officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of the Fund are, and shall continue to be at all times, covered by one or more blanket fidelity bonds or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage required by Rule l7g-l under the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bonds shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. |
| 2.8. | The Fund will provide the Company with as much advance notice as is reasonably practicable of any material change affecting the Designated Portfolio(s) (including, but not limited to, any material change in the registration statement or prospectus affecting the Designated Portfolio(s)) and any proxy solicitation affecting the Designated Portfolio(s) and will consult with the Company in order to implement any such change in an orderly manner, recognizing the expenses of changes and attempting to minimize such expenses by implementing them in conjunction with regular annual updates of the prospectus for the Contracts where reasonably practicable. |
| 2.9. | The Fund represents and warrants that it has adopted a compliance program in accordance with Rule 38a-l under the 1940 Act, which includes appointing a Chief Compliance Officer ("CCO") for the Fund. The CCO is responsible for monitoring the operation of the Fund's compliance program, and for reviewing the compliance programs of service providers to the Fund covered under Rule 38a-1 ("Covered Service Providers"). The CCO has completed or is in the process of completing an annual review to assess the adequacy of the Fund's and Covered Service Providers' policies and procedures and the effectiveness of their implementation. |
| 2.10. | The Company represents and warrants, for purposes other than diversification under Section 817 of the Internal Revenue Code of 1986, as amended (“the Code”), that the Contracts are currently and at the time of issuance will be treated as life insurance, endowment or annuity contracts under the applicable provisions of the Code, and that it will make every effort to maintain such |
| treatment and that it will provide reasonable notice to the Fund, and the Distributor upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. In addition, the Company represents and warrants that each Account is a "segregated asset account" and that interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and will provide reasonable notice to the Fund or the Distributor upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. The Company represents and warrants that it will not purchase Fund shares with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. |
| 2.11. | Each of the Parties represents and warrants to the other that it has, or shall, to the extent required by applicable law, adopt, implement and maintain effective "disclosure controls and procedures" and "internal controls" (as such phrases are defined pursuant to the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder (hereinafter collectively the "S-Ox Act")) and will cooperate with one another in exchanging copies of such policies and procedures and facilitating the filing by the relevant Parties and/or their respective officers and auditors of any and all certifications or attestations as required by the S-Ox Act, including, without limitation, furnishing such sub-certifications from relevant officers of each Party as such Party shall reasonably request from time to time. |
| 2.12 | The Fund and the Company (if the Company uses NSCC) each represents and warrants to the other that it: (a) has entered into an agreement with NSCC, (b) has met and will continue to meet all of the requirements to participate in Fund/SERV and Networking, and (c) intends to remain at all times in compliance with the then current rules and procedures of NSCC, all to the extent necessary or appropriate to facilitate such communications, processing, and settlement of Portfolio share transactions. |
| 2.13 | The Company represents and warrants that it has adopted, and will at all times during the term of this Agreement maintain, reasonable and appropriate procedures ("Late Trading Procedures") reasonably designed to ensure that any and all orders relating to the purchase, sale or exchange of Fund shares communicated to the Fund to be treated in accordance with Article I of this Agreement as having been received on a Business Day, have been received by the Valuation Time on such Business Day and were not modified after the Valuation Time, and that all orders received from Contract owners but not rescinded by the Valuation Time were communicated to the Fund or its agent as received for that Business Day. "Valuation Time'' shall mean the time as of which the Fund calculates net asset value for the shares of the Portfolios on the relevant Business Day. |
| 2.14 | Each transmission of orders by the Company shall constitute a representation by the Company that such orders are accurate and complete and relate to orders received by the Company by the Valuation Time on the Business Day for which the order is to be priced and that such transmission includes all orders relating to Fund shares received from Contract owners but not rescinded by the Valuation Time. The Company agrees to provide the Fund or its designee with a copy of the Late Trading Procedures and such certifications and representations regarding the Late Trading Procedures as the Fund or its designee may reasonably request. The Company will promptly notify the Fund in writing of any material |
| change to the Late Trading Procedures. |
ARTICLE III. Prospectuses and Proxy Statements: Voting
| 3.1. | At least annually, the Distributor shall provide the Company with as many printed copies of the Fund Prospectus or the Fund's then current summary prospectus (as such term is defined in Rule 498 under the 1933 Act or any successor provision) ("Fund Summary Prospectus"), and any supplements thereto, for each Designated Portfolio as the Company may reasonably request for distribution to Contract owners. If requested by the Company, the Fund or Distributor shall provide such documentation (including a camera-ready copy of the Fund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy (in print ready PDF format) of the documents, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the such prospectuses are amended) to have the Fund Prospectus or Fund Summary Prospectus printed, as the case may be, to the extent permitted by applicable law or other applicable guidance received from the SEC, including Rule 498, or posted on a website maintained by or for the Company. Expenses associated with providing such documentation shall be allocated in accordance with Schedule C hereto. The Fund shall use commercially reasonable efforts to provide the Fund Summary Prospectuses and Fund Prospectuses (which only includes the Designated Portfolios offered by the Company), full SAI, and shareholder reports by a specified date as mutually agreed upon by the Fund and the Company. |
| i. | The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. |
| ii. | The Company shall be provided the Fund documents (including Fund statutory and summary prospectuses, SAI, shareholder reports, and fund holdings) by the Fund on a timely basis to facilitate website posting. The Fund documents posted on the Companies’ websites are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund's website and fully comply with the requirements of Rule 498. |
| 3.2. | If applicable laws require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract owners, then the Fund or Distributor, as appropriate, shall provide the Company with copies of the Fund's SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website(s) maintained by or on behalf of the Company. The Company shall send an SAI to any Contract owner upon request in such timeframe as may be required by applicable law. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Company). |
| 3.3. | The Fund and/or Distributor shall use commercially reasonable efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed copies of the Fund's proxy material, reports to shareholders, and other communications to shareholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of the Company. In lieu of all or part of the foregoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. |
| i. | The Fund shall provide the Company with printed copies of Fund annual and semiannual reports in such quantity as the Company shall reasonably require for distributing to Contract owners, with expenses to be borne in accordance with Schedule C hereto. |
| 3.4. | If and to the extent required by law and the Mixed and Shared Funding Exemptive Order, each Company shall: |
| i. | solicit voting instructions from Contract owners; |
| ii. | vote the Designated Portfolio(s) shares held in each Account in accordance with instructions timely received from Contract owners; and |
| iii. | vote Designated Portfolio shares held in each Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. |
| iv. | assure that each of its separate accounts calculates voting privileges in a manner consistent with all other Participating Insurance Company and/or as directed by the Fund for this purpose. |
| 3.5 | Company shall be responsible for assuring that it's Accounts participating in a Designated Portfolio calculates voting privileges in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt, provided, however, the Company shall be free to vote Designated Portfolio shares attributable to each Account in any manner permitted by applicable law, to the extent the Mixed and Shared Funding Exemptive Order is superseded by SEC or administrative practice (including no-action relief). |
| 3.6 | The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and |
| with whatever rules the Commission may promulgate with respect thereto. |
ARTICLE IV. Sales Material and Information
| 4.1. | Company shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of sales literature or other promotional material that Company develops or proposes to use in which the Fund (or a Designated Portfolio thereof), its adviser, any of its sub-advisers, or the Distributor is named in connection with the Contracts, at least fifteen (15) Business Days prior to use. No such material shall be used if the Fund or the Distributor objects to such use within ten (10) Business Days after receipt of such material. The Fund and Distributor reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof), its adviser, any of its sub-advisers, or the Distributor is named and no such material shall be used if the Fund or Distributor, or any designee thereof, so objects. |
| 4.2. | The Company shall not give any information or make any representations or statements on behalf of the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement, Fund Prospectus or SAI for the Fund shares, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Fund Distributor, except with the permission of the Fund or Distributor. |
| 4.3. | The Fund or Distributor shall furnish, or shall cause to be furnished, to the Company, a copy of each piece of sales literature or other promotional material in which each Company, its separate account(s) and/or any Contract is named fifteen (15) Business Days prior to its intended date of first use. No such material shall be used if the Company reasonably object to such use within ten (10) Business Days after receipt of such material. The Company reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which each Company, its separate account(s), or any Contract is named, and no such material shall be used if the Company so object. |
| 4.4. | The Fund and the Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act) or SAI for the Contracts, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Company or their designee, except with the permission of the Company. |
| 4.5. | The Fund or its designee will provide to the Company, upon request, at least one complete copy of all registration statements, prospectuses, SAIs, sales literature and other promotional materials, applications for exemptions, requests for non-confidential no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares (collectively, "Fund materials"). |
| 4.6. | Each Company or its designee will provide to the Fund, upon request, at least one complete copy of all registration statements, prospectuses, SAIs, sales literature and other promotional materials, applications for exemptions, requests for non-confidential no-action letters, and all amendments or supplements to any of the above, that relate to the Contracts, (collectively, " Contract materials"). |
| 4.7. | For purposes of Articles IV and VIII, the phrase “sales literature and other promotional material” |
| includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media; e.g., on-line networks such as the Internet or other electronic media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, shareholder reports, proxy materials (including solicitations for voting instructions), and any other material constituting sales literature or advertising under FINRA rules, the 1933 Act or the 1940 Act. |
ARTICLE V. Fees and Expenses
| 5.1. | The Fund, Distributor, and the Fund's adviser shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Fund, Distributor, or the Fund's adviser under this Agreement, although the Parties hereto will bear certain expenses in accordance with Schedule C hereto, Articles III, V, and other provisions of this Agreement. |
| 5.2. | Except as otherwise provided in this Agreement, including without limitation Schedule C hereto, each Party shall bear all expenses incident to the performance of its obligations hereunder. Nothing herein shall prevent the Parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Fund and/or to each Account pursuant to this Agreement. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal and state securities laws to the extent required or deemed advisable by the Fund. Except as otherwise set forth in Schedule C of this Agreement, the Fund shall bear the expenses for the cost of registration and qualification of the Fund’s shares, preparation and filing of the Fund Prospectus and registration statement, proxy materials and reports, setting the Fund Prospectus in type, setting in type and printing the proxy materials and reports to shareholders, the preparation of all statements and notices required by any federal or state law, and all taxes on the issuance or transfer of the Fund’s shares. |
ARTICLE VI. Diversification and Qualification.
| 6.1. | The Fund and the Distributor each represents and warrants that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. Without limiting the scope of the foregoing, each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation §1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. ln the event of a breach of this Article VI by the Fund, the Fund and Distributor will take all reasonable steps to: (a) notify the Company immediately of such breach, and (b) adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. |
| 6.2. | The Fund and the Distributor each represents and warrants that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Company and their separate accounts and |
| to Qualified Plans, all in accordance with the requirements of Section 817(b) of the Code. No shares of any Designated Portfolio of the fund will be sold to the general public. |
| 6.3. | The Fund and the Distributor each represents and warrants that the Fund and each Designated Portfolio intends to qualify as a "regulated investment company" under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. |
| 6.4. | The Fund and Distributor each will notify the Company immediately upon having a reasonable basis for believing that the Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. |
| 6.5 | Company agrees that if the Internal Revenue Service ("IRS") asserts in writing in connection with any governmental audit or review of such Company that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise become aware of any facts that could give rise to any claim against the Fund and Distributor as a result of such a failure or alleged failure: |
| i. | Company shall promptly notify the Fund and the Distributor of such assertion or potential claim and promptly provide a copy of all correspondence and other materials received by the Company in connection therewith ; |
| ii. | Company shall consult with, and work cooperatively with, the Fund and the Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure; |
| iii. | Company shall use commercially reasonable efforts to minimize any liability of the Fund and the Distributor resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; |
| iv. | any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Fund and the Distributor (together with any supporting information or analysis) within at least two (2) Business Days prior to submission; |
| v. | Company shall provide the Fund and the Distributor with such cooperation as the Fund and the Distributor shall reasonably request (including, without limitation, by permitting the Fund and the Distributor to review the relevant books and records of the Company) in order to facilitate review by the Fund and the Distributor of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; and |
| vi. | Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund and the Distributor (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of the Fund and the Distributor, which shall |
| not be unreasonably withheld; provided that the Company shall not be required to appeal any adverse judicial decision unless the Fund shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund and the Distributor shall bear the costs and expenses, including reasonable attorney’s fees, incurred by Company in complying with this clause vi. |
ARTICLE VII. Potential Conflicts and Compliance
With Mixed and Shared Funding Exemptive Order
| 7.1. | The Fund represents that the Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts and determine what action, if any, should be taken in response to such conflicts. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Designated Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Company; or (f) a decision by a Participating Insurance to disregard the voting instructions of contract owners. The Board shall promptly inform the Company in writing if it determines that a material irreconcilable conflict exists and the implications thereof. |
| 7.2. | Company will report any potential or existing conflicts of which it is aware to the Board. Company will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by each Company to inform the Board whenever Contract owner voting instructions are to be disregarded. Such responsibilities shall be carried out by Company with a view only to the interests of its Contract owners. |
| 7.3. | If it is determined by a majority of the Board, or a majority of its members who are not interested persons of the Fund, the Distributor, the adviser or any sub-adviser to any of the Designated Portfolios (the "Disinterested Members" ), that a material irreconcilable conflict exists, and it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, Company shall, together with other Participating Insurance Companies to the extent reasonably practicable (as determined by a majority of the Disinterested Members), takes steps necessary to remedy or eliminate the material irreconcilable conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Designated Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Company) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. The Company's responsibility to take remedial action shall be carried out by the Company with a view only to the interests of Contract owners. |
| 7.4. | If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund’s election, to withdraw each Account’s investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Members. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Fund and the Distributor shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund subject to the terms and conditions of this Agreement. No charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Contract owners. |
| 7.5. | If a material irreconcilable conflict arises because a particular state insurance regulator’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw each Account’s investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Members. Until the end of the foregoing six month period, the Fund and the Distributor shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund subject to the terms and conditions of this Agreement. The responsibility to take such action shall be carried out with a view only to the interests of the Contract owners. |
| 7.6. | For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the Disinterested Members shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Fund, the Distributor or its affiliates, as relevant, be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially and adversely affected by the material irreconcilable conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw each Account’s investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the Disinterested Members . |
| 7.7. | If and to the extent that Rule 6e-2 under the 1940 Act and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the |
| Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Company, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted. |
| 7.8. | Upon the reasonable request by the Fund, the Company will submit to the Fund such reports, material, or data as the Fund may reasonably request so that the Fund’s Board may carry out its responsibilities imposed under the Mixed and Shared Exemptive Order. |
ARTICLE VIII. Indemnification
| 8.1. | (a). Indemnification by the Company. Company agrees to indemnify and hold harmless the Fund, the Distributor and the Fund's adviser and each of their respective officers, directors, members, managers, partners or trustees, employees and agents and each person, if any, who controls the Fund, Distributor or Fund's adviser within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses) (collectively, a "Loss") to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such Loss is related to the sale or acquisition of the Fund's shares or the Contracts and: |
| i. | arises out of or is based upon any untrue statements or alleged untrue statements of any material fact contained in any Contract materials as defined in Section 4.5 and 4.6 herein, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund, Distributor, or Fund's adviser for use in the Contract materials or otherwise for use in connection with the sale of the Contracts; or |
| ii. | arises out of or as a result of statements or representations (other than statements or representations contained in Fund materials not supplied by the Company or persons under its control) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund shares; or |
| iii. | arises out of any untrue statement or alleged untrue statement of a material fact contained in Fund Materials, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon and conformity with information furnished in writing to the Fund by or on behalf of the Company; or |
| iv. | arises out of or results from any failure by the Company to perform the obligations, provide |
| the services, and furnish the materials required of it under the terms of this Agreement; or |
| v. | arises out of or results from any material breach of any representation and/or warranty made by Company in this Agreement or arises out of or results from any other material breach of this Agreement by the Company, without limitation Section 2.10 and 6.5 hereof, |
as limited by and in accordance with the provisions of Sections 8.1(b) and 8.l(c) hereof.
| (b). | The Company shall not be liable under this indemnification provision with respect to any Loss to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties. |
| (c). | The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim within a reasonable time shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Company has been prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action, and unless the Indemnified Parties release the Company from any further obligation under this Section 8.1 with respect to such claim (s), the Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. The Company may not settle any such claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, conditioned or delayed. After notice from the Company to such Party of the Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation. |
| (d). | Each Indemnified Party will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the Agreement, the issuance or sale of the Fund shares or the Contracts or the operation of the Fund. |
| 8.2 | (a). Indemnification by the Fund. The Fund agrees to indemnify and hold harmless the Company and each of their respective directors and officers, employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any Loss to which the Indemnified Parties may be required to pay or become subject under any statute or regulation, at common law or otherwise, insofar as such Loss, is related to the operations of the Fund and: |
| i. | arises as a result of any material failure by the Fund to perform the obligations, provide the services and furnish the materials required of it under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with |
| the diversification and other qualification requirements specified in Article VI of this Agreement); or |
| ii. | arises out of or results from any material breach of any representation and/or warranty made by the Fund in this Agreement or arises out of or result from any other material breach of this Agreement by the Fund; |
as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof.
(b). The Fund shall not be liable under this indemnification provision with respect to any Loss to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
(c). The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim within a reasonable time shall not relieve it from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Fund has been prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, the Fund will be entitled to participate, at its own expense, in the defense thereof and unless the Indemnified Parties release the Fund from any further obligation under this Section 8.2 with respect to such claim(s), the Fund shall also be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. The Fund may not settle any such claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, conditioned or delayed. After notice from the Fund to such Party of the Fund's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.
(d). Company agrees to notify the Fund promptly of the commencement of any litigation or proceeding against itself or any of its respective officers or directors in connection with the Agreement, including but not limited to the issuance or sale of the Contracts, the operation of each Account, or the sale or acquisition of shares of the Funds.
| 8.3 | (a). Indemnification by the Distributor. The Distributor agrees to indemnify and hold harmless the Company and each of their respective directors and officers, employees and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any Loss to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such Loss is related to the sale or acquisition of the Fund's shares or the Contracts and: |
| i. | arises out of or is based upon any untrue statement or alleged untrue statement of any material fact contained in Fund materials, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to |
| indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund or Distributor by or on behalf of the Company for use in the Fund materials or otherwise for use in connection with the sale of the Contracts or Fund shares; or |
| ii. | arises out of or as a result of statements or representations (other than statements or representations contained in Fund materials not supplied by the Distributor or persons under its control) or wrongful conduct of the Distributor or persons under its control, with respect to the sale or distribution of the Contracts or Fund shares; or |
| iii. | arises out of any untrue statement or alleged untrue statement of a material fact contained in any Contract materials, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Distributor; or |
| iv. | arises as a result of any failure by the Distributor to perform the obligations, provide the services and furnish the materials required of it under the terms of this Agreement; or |
| v. | arises out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arises out of or results from any other material breach of this Agreement by the Distributor; |
as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof.
(b.) The Distributor shall not be liable under this indemnification provision with respect to any Loss to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or negligence in the performance or such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
(c). The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim within a reasonable time shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, the Distributor will be entitled to participate, at its own expense, in the defense thereof and unless the Indemnified Parties release the Distributor from any further obligation under this Section 8.3 with respect to such claim(s), the Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. The Distributor may not settle any such claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, conditioned or delayed. After notice from the Distributor to such Party of the Distributor's election to assume
the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.
(d). Company agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.
ARTICLE IX. Applicable Law
| 9.1 | This Agreement shall be construed, and the provisions hereof interpreted under and in accordance with the laws of the State of New York. |
| 9.2 | This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, any Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. |
ARTICLE X. Termination
| 10.1. | This Agreement shall terminate: |
| i. | at the option of any Party, with or without cause, with respect to some or all Designated Portfolios, upon three (3) months’ advance written notice delivered to the other Parties; provided, however, that such notice shall not be given earlier than six (6) months following the date of this Agreement; or |
| ii. | at the option of the Company by written notice to the other Parties with respect to any Designated Portfolio based upon the Company’s determination that shares of such Designated Portfolio are not reasonably available to meet the requirements of the Contracts; or |
| iii. | at the option of the Company by written notice to the other Parties in the event any of the Designated Portfolio's shares are not registered, issued or sold in accordance with applicable law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or |
| iv. | at the option of the Fund or Distributor upon written notice to the other Parties with respect to any Designated Portfolio in the event that formal administrative proceedings are instituted against Company by FINRA, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body regarding such Company's duties under this Agreement, or related to the sale of Contracts or the operations of any Account in connection with this Agreement, or the purchase of the Fund shares, if, in each case, the Fund or Distributor, as the case may be, reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Company to perform its obligations under this |
| Agreement; or |
| v. | at the option of Company upon written notice to the other Parties in the event that formal administrative proceedings are instituted against the Fund or the Distributor by FINRA, the SEC, or any state securities or insurance department or any other regulatory body, if the Company reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund or the Distributor to perform their respective obligations under this Agreement; or |
| vi. | at the option of Company by written notice to the other Parties with respect to any Designated Portfolio in the event that such Designated Portfolio fails to meet the requirements and comply with the representations and warranties specified in Article VI hereof; or |
| vii. | at the option of Company by written notice to the other Parties with respect to any Designated Portfolio in the event that such Designated Portfolio ceases to qualify as a regulated investment company under Subchapter M of the Code or under any successor or similar provision; or |
| viii. | at the option of the Fund or the Distributor, if (i) the Fund or Distributor, respectively, shall determine, in its sole judgment reasonably exercised in good faith, that the Company has suffered a material adverse change in its business or financial condition, (ii) the Fund or Distributor notifies the Company of that determination and its intent to terminate this Agreement, and (iii) after considering the actions taken by the Company and any other changes in circumstances since the giving of such a notice, the determination of the Fund or Distributor shall continue to apply on the sixtieth (60) day following the giving of that notice, which sixtieth day shall be the effective date of termination; |
| ix. | or at the option of Company, if (i) the Company, shall determine, in its sole judgment reasonably exercised in good faith, that the Fund or Distributor has suffered a material adverse change in its business or financial condition, (ii) the Company notifies the Fund or Distributor, as appropriate, of that determination and its intent to terminate this Agreement, and (iii) after considering the actions taken by the Fund or Distributor and any other changes in circumstances since the giving of such a notice, the determination of the Company shall continue to apply on the sixtieth (60) day following the giving of that notice, which sixtieth day shall be the effective date of termination; or |
| x. | termination by the Fund or Distributor by written notice to the Company in the event that the Contracts fail to meet the qualifications specified in Section 2.10 hereof; or |
| xi. | at the option of any non-defaulting Party hereto in the event of a material breach of this Agreement by any Party hereto (the “defaulting Party”) other than as described in 10.1(i)-(x) provided, that the non-defaulting Party gives written notice thereof to the defaulting Party, with copies of such notice to all other non-defaulting Parties, and if such breach shall not have been remedied within sixty (60) days after such written notice is given, then the non-defaulting Party giving such written notice may terminate this Agreement by giving sixty (60) days written notice of termination to the defaulting Party. |
| 10.2. | Notice Requirement. |
Except as provided in 10.l(a) and (k) above, no termination of this Agreement shall be effective unless and until the Party terminating this Agreement gives at least sixty (60) days' prior written
notice to all other Parties of its intent to terminate, which notice shall set forth the basis for the termination.
| 10.3. | Effect of Termination. |
Notwithstanding any termination of this Agreement, other than as a result of a failure by either the Fund or Company to meet Section 817(h) of the Code diversification requirements, the Fund and the Distributor shall, at the option of the Company, continue, to make available additional shares of the Designated Portfolio(s) pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts") unless such further sale of Designated Portfolio shares is proscribed by law, regulation, or applicable regulatory authority, or unless the Board determines that the sale of Designated Portfolio shares to Existing Contract owners is not in the best interests of the Designated Portfolios or that liquidation of the Designated Portfolio following termination of this Agreement is in the best interests of the Designated Portfolio. Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments among the Designated Portfolio(s), redeem investments in the Designated Portfolio(s) and/or invest in the Designated Portfolio(s) upon the making of additional purchase payments under the Existing Contracts. The Parties agree that this Section 10.3 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement.
| 10.4. | Surviving Provisions. |
Notwithstanding any termination of this Agreement, the following provisions shall survive: Article V, Article VIII and Section 12.1 of Article XII. In addition, with respect to Existing Contracts assets under which continue to be invested in the Designated Portfolios, all provisions of this Agreement shall also survive and not be affected by any termination of this Agreement to the extent such assets remain invested in the Designated Portfolios.
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by registered or certified mail, or overnight delivery service, by the notifying Party to each other Party entitled to notice at the addresses set forth below or at such other address as a Party may from time to time specify in writing to the other Parties.
If to the Fund:
First Trust Variable Insurance Trust
120 E. Liberty Drive
Wheaton, IL 60187
Attention: Scott Jardine, Secretary
If to the Distributor:
First Trust Portfolios L.P.
120 E. Liberty Drive
Wheaton, IL 60187
Attention: Scott Jardine, General Counsel
If to the Company:
Protective Life and Annuity Insurance Company
2801 Highway 280 South
Birmingham, AL 35223
Attn: SVP Chief Product Officer – Retirement Division
With a copy to:
Counsel – Variable Products
Protective Life Corporation
2801 Highway 280 South
Birmingham, AL 35223
ARTICLE XII. Miscellaneous
| 12.1. |
| (a) | Each Party agrees that all information supplied by one Party and its affiliates and agents (collectively, the "Disclosing Party") to another ("Receiving Party") including, without limitation, any unpublished information concerning research activities and plans, customers, marketing or sales plans, sales forecasts or results of marketing efforts, pricing or pricing strategies, costs, operational techniques, strategic plans, portfolio holdings, and unpublished financial information, including information concerning revenues, profits and profit margins will be deemed confidential and proprietary to the Disclosing Party, regardless of whether such information was disclosed intentionally or unintentionally or marked as "confidential" or "proprietary" ("Confidential Information"). In addition, the Company will not use any Confidential Information concerning each Fund's portfolio holdings, including, without limitation, the names of the portfolio holdings and the values thereof, for purposes of making any decision about whether to purchase or redeem shares of each Fund or to execute any other securities transaction. The foregoing definition shall also include any Confidential Information provided by any Party's vendors. |
| (b) | Confidential Information will not include any information or material, or any element thereof, whether or not such information or material is Confidential Information for the purposes of this Agreement, to the extent any such information or material, or any element thereof: |
| i. | has previously become or is generally known, unless it has become generally known through a breach of this Agreement or a similar confidentiality or non-disclosure agreement; |
| ii. | was already rightfully known to the Receiving Party prior to being disclosed by or obtained from the Disclosing Party as evidenced by written records kept in the ordinary course of business of or by proof of actual use by the Receiving Party; |
| iii. | has been or is hereafter rightfully received by the Receiving Party from a third person (other than the Disclosing Party) without restriction or disclosure and without breach of a duty of confidentiality to the Disclosing Party; |
| iv. | has been independently developed by the Receiving Party without access to Confidential Information of the Disclosing Party; or |
| v. | must be disclosed to third party vendors, to the extent reasonably necessary for the Receiving Party to perform its duties and obligations assigned under the Agreement. In the event such |
| information is disclosed to a third-party vendor, the Receiving Party will require such third party vendor to protect Confidential Information to the same extent the Receiving Party is required to protect such Confidential Information under this Agreement. |
It will be presumed that any Confidential Information in a Receiving Party's possession is not within exceptions (ii), (iii) or (iv) above, and the burden will be upon the Receiving Party to prove otherwise by records and documentation.
| (c) | Each Party recognizes the importance of each other Party's Confidential Information. ln particular, each Party recognizes and agrees that the Confidential Information of another Party is critical to its business and that no Party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided in this Section 12.1 and elsewhere in this Agreement. Accordingly, each Party agrees as follows: |
| i. | The Receiving Party will hold any and all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care, but no less than reasonable care, to avoid disclosure or use of this Confidential Information as the Receiving Party employs with respect to its own Confidential Information of a like importance; |
| ii. | The Receiving Party may disclose or provide access to its responsible employees who have a need to know and may make copies of Confidential Information only to the extent reasonably necessary for the Receiving Party to carry out its obligations hereunder; |
| iii. | The Receiving Party currently has, and in the future will maintain in effort and enforce, rules and policies to protect against access to or use or disclosure of Confidential Information other than in accordance with this Agreement, to ensure that such employees and agents protect the confidentiality of Confidential Information. The Receiving Party expressly will instruct its employees and agents not to disclose Confidential Information to third parties, including without limitation customers, subcontractors or consultants, without the Disclosing Party's prior written consent; and |
| iv. | The Receiving Party will notify the Disclosing Party as soon as reasonably practicable of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in and ownership of its Confidential Information. |
| 12.2. | The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. |
| 12.3. | This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. |
| 12.4. | If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. |
| 12.5. | Each Party hereto shall cooperate with each other Party and all appropriate governmental authorities (including without limitation the SEC, FINRA and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. |
| 12.6. | The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the Parties hereto are entitled to under state and federal laws. |
| 12.7. | This Agreement or any of the rights and obligations hereunder may not be assigned by any Party without the prior written consent of all Parties hereto. |
| 12.8. | (a). It is expressly acknowledged and agreed that the obligations of the Fund hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Fund personally, but shall bind only the trust property of the Fund or property of a Portfolio as provided in the Fund's Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Fund and signed by an officer of the Fund, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust properly of the Fund or property of a Portfolio as provided in the Fund' s Declaration of Trust. |
(b). The Fund and the Distributor agree that the obligations assumed by the Company pursuant to this Agreement shall be limited in any case to Company and its assets, and neither the Fund nor Distributor shall seek satisfaction of any such obligation from the shareholders of either Company, the directors, officers, employees, or agents of either Company.
| 12.10 | Schedules A through C hereto, as the same may be amended from time to time by mutual written agreement of the Parties, are attached hereto and incorporated herein by reference. |
| 12.11 | If requested by the Fund, Company shall furnish, or shall cause to be furnished, to the Fund or its designee copies of Company’s annual financial statements, as filed with the SEC, applicable registration statements (without exhibits) of the Company filed with the SEC, as soon as practical after the filing thereof. |
ARTICLE XIII. Anti-Money Laundering
| 13.1. | Each Company represents and warrants that it is in compliance and will continue to be in compliance with all applicable anti-money laundering laws and regulations; including the relevant provisions of the USA PATRIOT Act (Pub. L. No. 107-56 (2001)) (“the Patriot Act”) and the regulations issued thereunder. |
| 13.2. | Each Company hereby certifies that it has established and maintains an anti-money laundering program that includes written policies, procedures and internal controls reasonably designed to identify its Contract owners and has undertaken appropriate due diligence efforts to “know its customers” in accordance with all applicable anti-money laundering regulations in its jurisdiction including, where applicable, the Patriot Act. The Company further confirms that it will monitor for suspicious activity in accordance with the requirements of the Patriot Act. In addition, the Company represents and warrants that it has adopted and implemented policies and procedures reasonably designed to achieve compliance with the applicable requirements administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. Company agrees to provide the Distributor with such information as it may reasonably request, including but not limited to the filling out of questionnaires, attestations and other documents, to enable the Distributor to fulfill its obligations under applicable law, and, upon its request, to file a notice pursuant to Section 314 of the Patriot Act and the implementing regulations related thereto to |
| permit the voluntary sharing of information between the parties hereto. Upon filing such a notice, Company agrees to forward a copy to the Distributor, and further agrees to comply with all requirements under the Patriot Act and implementing regulations concerning the use, disclosure, and security of any information that is shared. |
ARTICLE XIV. Shareholder Information (Rule22c-2)
| 14.1 | Pursuant to Rule 22c-2 under the 1940 Act, each Company agrees to provide to the Fund, upon written request, the taxpayer identification number (“TIN"), the Individual /International Taxpayer Identification Number ("ITIN"), or other government-issued identifier ("GII") and the Contract Owner number or participant account number, if known, of any or all Contract Owner(s) of the account, and the amount, date and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of shares held through an account maintained by Company during the period covered by the request. Unless otherwise specifically requested by the Fund, the Company shall only be required to provide information relating to Contract Owner Initiated Transfer Purchases or Contract Owner Initiated Transfer Redemptions. |
| i. | Period Covered by Request. Requests must set forth a specific period, not to exceed 90 days from the date of the request, for which transaction information is sought. The Fund may request transaction information older than 90 days from the date of the request as it deems necessary to investigate compliance with policies established or utilized by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by a Portfolio. If requested by the Fund, Company will provide the information specified in this Section 14.1 for each trading day. |
| ii. | Form and Timing of Response. Company agrees to provide, promptly upon request of the Fund, the requested information specified in this Section 14.1. Company agrees to use commercially reasonable efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in this section is itself a "financial intermediary," as that term is defined in Rule 22c-2 under the 1940 Act (an "Indirect Intermediary") and, upon request of the Fund, promptly either (i) provide (or arrange to have provided) the information set forth in this section for those Contract Owners who hold an account with an Indirect Intermediary or (ii) restrict or prohibit the Indirect Intermediary from purchasing shares in nominee name on behalf of other persons. Company additionally agrees to inform the Fund whether it plans to perform (i) or (ii) above. Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any Contract Owner and transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting format. |
| iii. | Limitations on Use of Information. The Fund agrees not to use the information received under this section for marketing or any other similar purpose without the prior written consent of the Company; provided, however, that this provision shall not limit the use of publicly available information, information already in the possession of the Fund or their affiliates at the time the information is received or information which comes into the possession of the Distributor, the Fund or their affiliates from a third party. |
| iv. | Agreement to Restrict Trading. Each Company agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of Portfolio shares by a Contract Owner that has been identified by the Fund as having engaged in transactions in Portfolio shares (directly or indirectly through Company's account) that violate policies established or utilized by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by a Portfolio. Unless otherwise directed by the Fund, any such restrictions or prohibitions shall only apply to Contract Owner Initiated Transfer Purchases or Contract Owner Initiated Transfer Redemptions that are affected directly or indirectly through the Company. |
| v. | Form of Instructions. Instructions must include the TIN, ITIN or GII and the specific individual Contract Owner number or participant account number associated with the Contract Owner, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, GII or the specific individual Contract Owner number or participant account number associated with the Contract Owner is not known, the instructions must include an equivalent identifying number of the Contract Owner(s) or account(s) or other agreed upon information to which the instruction relates. |
| vi. | Timing of Response. Company agrees to execute instructions from the Fund as soon as reasonably practicable, but not later than five (5) Business Days after receipt of the instructions by the Company. |
| vii. | Confirmation by the Company. Each Company must provide written confirmation to the Fund that the Fund's instructions to restrict or prohibit trading have been executed. Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) Business Days after the instructions have been executed. |
Definitions. For purposes of this Section 14.1, the following terms shall have the following meanings, unless a different meaning is clearly required by the context:
| i. | The term "Contract Owner" means the holder of interests in a Contract or a participant in an employee benefit plan with a beneficial interest in a Contract. |
| ii. | The term "Contract Owner Initiated Transfer Purchase" means a transaction that is initiated or directed by a Contract owner that results in a transfer of assets within a Contract to a Portfolio, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollment such as a transfer of assets within a Contract to a Portfolio as a result of "dollar cost averaging" programs, insurance company approved asset allocation programs, or automatic rebalancing programs; (ii) pursuant to a Contract death benefit; (iii) as a result of a one-time step-up in Contract value pursuant to a Contract death benefit; (iv) as a result of an allocation of assets to a Portfolio through a Contract as a result of payments such as loan repayments, scheduled contributions, retirement plan salary reduction contributions, or planned premium payments to the Contract; or (v) pre-arranged transfers at the conclusion of a required "free look" period. |
| iii. | The term "Contract Owner Initiated Transfer Redemption" means a transaction that is initiated or directed by a Contract Owner that results in a transfer of assets within a Contract out of a Portfolio, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollments such as transfers of assets within a Contract out of a Portfolio as a result of annuity payouts, loans, systematic withdrawal programs, insurance company approved asset allocation programs and automatic rebalancing programs; (ii) as a result of any deduction of charges or fees under a Contract; (iii) within a Contract out of a Portfolio as a result of scheduled withdrawals or surrenders from a Contract; or (iv) as a result of payment of a death benefit from a Contract. |
| iv. | The term "Portfolios” shall mean the constituent series of the Fund, but for purposes of this Section 14.1 shall not include Portfolios excepted from the requirements of paragraph (a) of Rule 22c-2 by paragraph (b) of Rule 22c-2. |
| v. | The term "written" includes electronic writings. |
| vi. | In addition, for purposes of this Section 14.1, the term "purchase" does not include the automatic reinvestment of dividends or distributions. |
IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative as of the date specified below.
| PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY | ||||
| By: | /s/ Steve Cramer | |||
| Name: | Steve Cramer | |||
| Title: | Chief Product Officer – Retirement Division | |||
| FIRST TRUST VARIABLE INSURANCE TRUST | ||||
| By: | /s/ James M. Dykas | |||
| Name: | James M. Dykas | |||
| Title: | President and CEO | |||
| FIRST TRUST PORTFOLIOS, L.P. | ||||
| By: | /s/ James M. Dykas | |||
| Name: | James M. Dykas | |||
| Title: | Chief Financial Officer | |||
SCHEDULE A
Separate Accounts
All Protective Life and Annuity Insurance Company Separate Accounts – All Contracts
SCHEDULE B
Designated Portfolios
All portfolios or series of shares of the First Trust Variable Insurance Trust that are available and open to new investors on or after the effective date of this Agreement.
SCHEDULE C
EXPENSES
The fund and/or the Distributor and/or Fund's adviser, and the Company will coordinate the functions and pay the costs of completing these functions based upon an allocation of costs in the tables below.
| Item | Function | Party Responsible for Coordination |
Party
Responsible for Expense |
| Mutual Fund Prospectus and, if applicable, Summary Prospectus | Fund, Distributor or Fund's adviser shall supply the Company with such numbers of the Designated Portfolio(s) prospectus(es) as the Company may reasonably request and/or provide the Company with a print-ready PDF of the Designated Portfolio(s) prospectus(es) for printing and expense reimbursement | Fund and/or Company | Fund, Distributor or Fund's adviser, as applicable, will pay for printing and delivering (including postage) copies to existing Contract owners who allocate contract value to any Designated Portfolio.
|
| Product Prospectus | Printing, Filing and Distribution | Company | Company will pay printing and delivery.
|
| Mutual Fund Prospectus and, if applicable, Summary Prospectus Update & Distribution (Supplements) | Fund, Distributor or Fund's adviser shall supply the Company with such numbers of the Designated Portfolio(s) prospectus supplements as the Company may reasonably request and/or provide the Company with a print-ready PDF of the Designated Portfolio(s) prospectus supplements for printing and expense reimbursement | Fund and/or Company | Fund, Distributor or Fund's adviser, as applicable, will pay for printing and delivering (including postage) to existing Contract owners who allocate contract value to any Designated Portfolio. |
| Item | Function | Party Responsible for Coordination |
Party Responsible for Expense |
|
Product Prospectus Update & Distribution (Supplements) |
Printing, Filing and Distribution of Product Prospectus Supplements that are the result of actions of the Fund, Distributor, or Adviser | Company | Fund or Distributor |
| Mutual Fund SAI | Printing | Fund or Distributor | Fund or Distributor |
| Distribution | Company | Fund or Distributor | |
| Product SAI | Printing & Distribution | Company | Company |
| Proxy Material for Mutual Fund: | Printing | Fund or Distributor or a proxy solicitation firm chosen by the Fund | Fund or Distributor |
| Distribution (inc1uding labor and postage) | Company or a proxy solicitation firm chosen by the Fund | Fund or Distributor | |
| Mutual Fund Annual & Semi-Annual Report |
Fund, Distributor or Fund's adviser shall supply the Company with such numbers as the Company may reasonably request and/or provide the Company with a print -ready PDF for printing and expense reimbursement |
Company |
Fund, Distributor or Fund's adviser, as applicable, will pay for printing and delivering (including postage) copies to existing Contract owners who allocate contract value to any Designated Portfolio.
|
| Other communication to Prospective clients | If Required by the Fund or Distributor | Company | Fund or Distributor |
If Required by the Company
|
Company | Company | |
| Other communication to existing Contract owners | Distribution (including labor and printing) if required by the Fund or Distributor | Company | Fund or Distributor |
| Item | Function | Party Responsible for Coordination |
Party Responsible for Expense |
Distribution (including labor and printing) if required by the Company
|
Company | Company | |
| Operations of the Fund | All operations and related expenses, including the cost of registration and qualification of shares, taxes on the issuance or transfer of shares, cost of management of the business affairs of the Fund, and expenses paid or assumed by the Fund pursuant to any Rule 12b-1 plan
|
Fund or Distributor | Fund or Fund's adviser |
| Operations of each Account | Federal registration of units of separate account (24f-2 fees) | Company | Company |
AMENDMENT TO PARTICIPATION AGREEMENT
Among
PUTNAM VARIABLE TRUST
FRANKLIN DISTRIBUTORS, LLC
And
PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY
THIS AMENDMENT TO PARTICIPATION AGREEMENT (this “Amendment”) is made as of April 29, 2026, by and among PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY (the “Company”), acting herein for and on behalf of itself and on behalf of each separate account set forth in Schedule A to the Participation Agreement between the parties (the “Accounts”); PUTNAM VARIABLE TRUST (the “Trust”), and FRANKLIN DISTRIBUTORS, LLC (the “Underwriter”), collectively (the “Parties”).
WHEREAS, the Company, Trust, and Underwriter are parties to a certain Participation Agreement dated November 9, 2020, as amended (the “Agreement”);
WHEREAS, the Parties desire to amend the Agreement to update the separate accounts listed in Schedule A; and,
WHEREAS, the Parties now desire to modify the Agreement as provided herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and conditions set forth herein, and for other good and valuable consideration, the Parties agree to amend the Agreement as follows:
1. Schedule A. Schedule A to the Agreement is hereby deleted in its entirety and replaced with Schedule A as attached hereto.
2. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.
3. Full Force and Effect. Except as expressly supplemented, amended or consented to hereby, all of the representations, warranties, terms, covenants and conditions of the Agreement shall remain unamended and shall continue to be in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.
PROTECTIVE LIFE AND ANNUITY INSURANCE
COMPANY, on behalf of itself and each Separate Account
| By: | /s/ Steve Cramer | |
| Name: | Steve Cramer | |
| Title: | Chief Product Officer - Retirement Division | |
| PUTNAM VARIABLE TRUST | ||
| By: | /s/ Michael Higgins | |
| Name: | Michael Higgins | |
| Title: | Treasurer of the Putnam Funds | |
| FRANKLIN DISTRIBUTORS, LLC | ||
| By: | /s/ Robert Smith | |
| Name: | Robert Smith | |
| Title: | Head of Business Administration | |
SCHEDULE A
SEPARATE ACCOUNTS
All Protective Life and Annuity Company Separate Accounts – All Contracts
Exhibit (l)(1)
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated March 31, 2026, with respect to the financial statements of Protective Life and Annuity Insurance Company, incorporated herein by reference, and to the reference to our firm under the heading “Experts” in the Statement of Additional Information.
/s/ KPMG LLP
Birmingham, Alabama
April 23, 2026
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated April 20, 2026, with respect to the financial statements of the subaccounts that comprise Variable Annuity Account A of Protective Life, incorporated herein by reference, and to the reference to our firm under the heading “Experts” in the Statement of Additional Information.
/s/ KPMG LLP
Birmingham, Alabama
April 23, 2026
PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors of Protective Life and Annuity Insurance Company, an Alabama corporation (the “Company’), by his or her execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Richard J. Bielen, Bradford D. Rodgers, Bradley A. Strickling, Lindsay A. Thorpe, and Brandon J. Cage and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute (either in writing or electronically) on behalf of the Company or its separate accounts relating to annuity contracts and life insurance policies registered under the Securities Act of 1933 and/or the Investment Company Act of 1940, the “Registration Statements,” as defined below, and any and all amendments thereto, together with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file the same with the Securities and Exchange Commission or any other federal or state regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney-in-fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney. This Power of Attorney shall not be revoked by any subsequent power of attorney I may execute, unless such subsequent power of attorney specifically revokes this Power of Attorney or specifically states that the instrument is intended to revoke all prior powers of attorney.
The “Registration Statements” covered by this Power of Attorney are defined to include the registration statements listed below:
| Contract Name |
Registration |
Separate Account Name |
Separate Account |
| Aspirations NY | 333-261830 | Variable Annuity Account A of Protective Life | 811-8537 |
| Protective Executive Benefits Registered VUL NY | 333-257081 | Protective NY COLI VUL | 811-23707 |
| Protective Investors Benefit Advisory Variable Annuity NY | 333-238855 | Variable Annuity Account A of Protective Life | 811-8537 |
| Protective Variable Annuity II B Series NY | 333-201920 | Variable Annuity Account A of Protective Life | 811-8537 |
| Protective Strategic Objectives II NY VUL | 333-284719 | Protective NY Variable Life Separate Account | 811-24050 |
| Schwab Genesis Advisory NY Variable Annuity | 333-240103 | PLAIC Variable Annuity Account S | 811-23594 |
| Schwab Genesis NY Variable Annuity | 333-240193 | PLAIC Variable Annuity Account S | 811-23594 |
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of March, 2026.
/s/ Richard J. Bielen
Richard J. Bielen
WITNESS TO ALL SIGNATURES:
/s/ Brandon J. Cage
Brandon J. Cage
Vice President and Managing Counsel
Attorney-in-Fact
Protective Life and Annuity Insurance Company
PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors of Protective Life and Annuity Insurance Company, an Alabama corporation (the “Company’), by his or her execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Richard J. Bielen, Bradford D. Rodgers, Bradley A. Strickling, Lindsay A. Thorpe, and Brandon J. Cage and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute (either in writing or electronically) on behalf of the Company or its separate accounts relating to annuity contracts and life insurance policies registered under the Securities Act of 1933 and/or the Investment Company Act of 1940, the “Registration Statements,” as defined below, and any and all amendments thereto, together with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file the same with the Securities and Exchange Commission or any other federal or state regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney-in-fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney. This Power of Attorney shall not be revoked by any subsequent power of attorney I may execute, unless such subsequent power of attorney specifically revokes this Power of Attorney or specifically states that the instrument is intended to revoke all prior powers of attorney.
The “Registration Statements” covered by this Power of Attorney are defined to include the registration statements listed below:
| Contract Name |
Registration |
Separate Account Name |
Separate Account |
| Aspirations NY | 333-261830 | Variable Annuity Account A of Protective Life | 811-8537 |
| Protective Executive Benefits Registered VUL NY | 333-257081 | Protective NY COLI VUL | 811-23707 |
| Protective Investors Benefit Advisory Variable Annuity NY | 333-238855 | Variable Annuity Account A of Protective Life | 811-8537 |
| Protective Variable Annuity II B Series NY | 333-201920 | Variable Annuity Account A of Protective Life | 811-8537 |
| Protective Strategic Objectives II NY VUL | 333-284719 | Protective NY Variable Life Separate Account | 811-24050 |
| Schwab Genesis Advisory NY Variable Annuity | 333-240103 | PLAIC Variable Annuity Account S | 811-23594 |
| Schwab Genesis NY Variable Annuity | 333-240193 | PLAIC Variable Annuity Account S | 811-23594 |
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of March, 2026.
/s/ Wade V. Harrison
Wade V. Harrison
WITNESS TO ALL SIGNATURES:
/s/ Brandon J. Cage
Brandon J. Cage
Vice President and Managing Counsel
Attorney-in-Fact
Protective Life and Annuity Insurance Company
PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors of Protective Life and Annuity Insurance Company, an Alabama corporation (the “Company’), by his or her execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Richard J. Bielen, Bradford D. Rodgers, Bradley A. Strickling, Lindsay A. Thorpe, and Brandon J. Cage and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute (either in writing or electronically) on behalf of the Company or its separate accounts relating to annuity contracts and life insurance policies registered under the Securities Act of 1933 and/or the Investment Company Act of 1940, the “Registration Statements,” as defined below, and any and all amendments thereto, together with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file the same with the Securities and Exchange Commission or any other federal or state regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney-in-fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney. This Power of Attorney shall not be revoked by any subsequent power of attorney I may execute, unless such subsequent power of attorney specifically revokes this Power of Attorney or specifically states that the instrument is intended to revoke all prior powers of attorney.
The “Registration Statements” covered by this Power of Attorney are defined to include the registration statements listed below:
| Contract Name |
Registration |
Separate Account Name |
Separate Account |
| Aspirations NY | 333-261830 | Variable Annuity Account A of Protective Life | 811-8537 |
| Protective Executive Benefits Registered VUL NY | 333-257081 | Protective NY COLI VUL | 811-23707 |
| Protective Investors Benefit Advisory Variable Annuity NY | 333-238855 | Variable Annuity Account A of Protective Life | 811-8537 |
| Protective Variable Annuity II B Series NY | 333-201920 | Variable Annuity Account A of Protective Life | 811-8537 |
| Protective Strategic Objectives II NY VUL | 333-284719 | Protective NY Variable Life Separate Account | 811-24050 |
| Schwab Genesis Advisory NY Variable Annuity | 333-240103 | PLAIC Variable Annuity Account S | 811-23594 |
| Schwab Genesis NY Variable Annuity | 333-240193 | PLAIC Variable Annuity Account S | 811-23594 |
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of March, 2026.
/s/ Paul R. Wells
Paul R. Wells
WITNESS TO ALL SIGNATURES:
/s/ Brandon J. Cage
Brandon J. Cage
Vice President and Managing Counsel
Attorney-in-Fact
Protective Life and Annuity Insurance Company
| 1 Except as otherwise indicated, chart does not reflect less than 50% ownership interests 2 Insurance company 3 Pages 6-9 contain a list of Protective Life Corporation’s subsidiaries 4 The voting rights pertaining to The Dai-ichi Life Research Institute Inc. are split among other affiliates of Dai-ichi Life Holdings, Inc. as follows: ● DAI-ICHI SEIMEI CARD SERVICE Co., LTD. – 9.58% ● Nihon Bussan Co., Ltd. – 8.75% As such, the Dai-ichi group owns 100% of the voting rights pertaining to The Dai-ichi Life Research Institute Inc. 5 The voting rights pertaining to DAI-ICHI SEIMEI CARD SERVICE Co., LTD. Are split among the other affiliates of Dai-ichi Life Holdings, Inc. as follows: ● Nihon Bussan Co., Ltd. – 20% As such, the Dai-ichi group owns 95% of the voting rights pertaining to DAI-ICHI SEIMEI CARD SERVICE Co., LTD. Dai-ichi Life Holdings, Inc.* (Japan) (Ultimate Controlling Person) Organizational Chart of Dai-ichi Life Holdings, Inc. as of March 31, 2026 Dai-ichi Life International Holdings LLC (Japan) TAL Life Limited2 (Australia) Asset Management One Co., Ltd. (Japan) TAL Direct Pty Ltd. (Australia) TAL Services Limited (Australia) Asset Management One USA Inc. (USA) Dai-ichi Life Vietnam Fund Management Company Limited (Vietnam) The Dai-ichi Life Insurance Company, Limited2 (Japan) 1 49% Dai-ichi Life Insurance Company of Vietnam, Limited 2 (Vietnam) 81.67% International Life Solutions Proprietary Limited (South Africa) The Neo First Life Insurance Company, Limited 2 (Japan) Dai-ichi Life International (Europe) Limited (UK) Daiichi Life Asia Pacific Pte. Ltd. (Singapore) The Dai-ichi Life Research Institute Inc.4 (Japan) Star Union Dai-ichi Life Insurance Company Limited 2 (India) 36.84% 47.42% Lifebroker Pty Limited (Australia) DLI North America Inc. (USA) QOLead, Limited (Japan) Dai-ichi Life International Limited (Japan) Effissimo Capital Management Pte Ltd. (“Effissimo”) and Effissimo’s controlling persons Takashi Kousaka, Hisaaki Sato, and Yoichiro Imai are considered by the New York State Department of Financial Services, for New York insurance regulatory purposes only, to be controlling persons of MONY Life Insurance Company and Protective Life and Annuity Insurance Company. Based on the Statement of Changes to Large-Volume Holdings available on Electronic Disclosure for Investors’ Network (EDINET) as of April 10, 2025, Effissimo, a non-affiliated asset management company, may be deemed the beneficial owner of 10.99% of the common stock of Dai-ichi Life Holdings, Inc. * 99.9988% Daiichi Life Insurance (Cambodia) PLC.2 (Cambodia) The Dai-ichi Life Techno Cross Co., Ltd. (Japan) TAL Daiichi Life Australia Pty Ltd (Australia) National Financial Solutions Pty Limited (Australia) TAL Australia Distribution Limited (Australia) Vertex Investment Solutions Co., Ltd. (Japan) TAL Life Insurance Services Limited2 (Australia) YuLife Holdings Ltd. (United Kingdom) 10.49% Partners Group Holdings Limited (New Zealand) Protective Life Corporation3 (USA) PT Panin Internasional (Indonesia) ipet Insurance Co., Ltd.2 (Japan) Topaz Capital, Inc. (Japan) 73.1670% Panin Dai-ichi Life2 (Indonesia) 95% Dai-ichi Life Reinsurance Bermuda Ltd. (Bermuda) The Dai-ichi Frontier Life Insurance Co., Ltd.2 (Japan) 49% 5% Benefit One Inc. (Japan) DL – Canyon Investments LLC (USA) 100% 0.0012% DAI-ICHI SEIMEI CARD SERVICE Co., LTD.5 (Japan) 75% Daiichi Life Insurance Myanmar Ltd.2 (Myanmar) Daiichi Life Marubeni Real Estate Co., Ltd. (Japan) 50% Subsidiaries shown on subsequent pages. Challenger Limited (Australia) 19.9% Dai-ichi Mekong Shared Service Center Company Limited (Vietnam) Nihon Bussan Co., Ltd. (Japan) 1 Except as otherwise indicated, chart does not reflect less than 50% ownership interests 2 Insurance company 3 Pages 6-9 contain a list of Protective Life Corporation’s subsidiaries 4 The voting rights pertaining to The Dai-ichi Life Research Institute Inc. are split among other affiliates of Dai-ichi Life Holdings, Inc. as follows: ● DAI-ICHI SEIMEI CARD SERVICE Co., LTD. – 9.58% ● Nihon Bussan Co., Ltd. – 8.75% As such, the Dai-ichi group owns 100% of the voting rights pertaining to The Dai-ichi Life Research Institute Inc. 5 The voting rights pertaining to DAI-ICHI SEIMEI CARD SERVICE Co., LTD. Are split among the other affiliates of Dai-ichi Life Holdings, Inc. as follows: ● Nihon Bussan Co., Ltd. – 20% As such, the Dai-ichi group owns 95% of the voting rights pertaining to DAI-ICHI SEIMEI CARD SERVICE Co., LTD. Dai-ichi Life Holdings, Inc.* (Japan) (Ultimate Controlling Person) Organizational Chart of Dai-ichi Life Holdings, Inc. as of March 31, 2026 Dai-ichi Life International Holdings LLC (Japan) TAL Life Limited2 (Australia) Asset Management One Co., Ltd. (Japan) TAL Direct Pty Ltd. (Australia) TAL Services Limited (Australia) Asset Management One USA Inc. (USA) Dai-ichi Life Vietnam Fund Management Company Limited (Vietnam) The Dai-ichi Life Insurance Company, Limited2 (Japan) 1 49% Dai-ichi Life Insurance Company of Vietnam, Limited 2 (Vietnam) 81.67% International Life Solutions Proprietary Limited (South Africa) The Neo First Life Insurance Company, Limited 2 (Japan) Dai-ichi Life International (Europe) Limited (UK) Daiichi Life Asia Pacific Pte. Ltd. (Singapore) The Dai-ichi Life Research Institute Inc.4 (Japan) Star Union Dai-ichi Life Insurance Company Limited 2 (India) 36.84% 47.42% Lifebroker Pty Limited (Australia) DLI North America Inc. (USA) QOLead, Limited (Japan) Dai-ichi Life International Limited (Japan) Effissimo Capital Management Pte Ltd. (“Effissimo”) and Effissimo’s controlling persons Takashi Kousaka, Hisaaki Sato, and Yoichiro Imai are considered by the New York State Department of Financial Services, for New York insurance regulatory purposes only, to be controlling persons of MONY Life Insurance Company and Protective Life and Annuity Insurance Company. Based on the Statement of Changes to Large-Volume Holdings available on Electronic Disclosure for Investors’ Network (EDINET) as of April 10, 2025, Effissimo, a non-affiliated asset management company, may be deemed the beneficial owner of 10.99% of the common stock of Dai-ichi Life Holdings, Inc. * 99.9988% Daiichi Life Insurance (Cambodia) PLC.2 (Cambodia) The Dai-ichi Life Techno Cross Co., Ltd. (Japan) TAL Daiichi Life Australia Pty Ltd (Australia) National Financial Solutions Pty Limited (Australia) TAL Australia Distribution Limited (Australia) Vertex Investment Solutions Co., Ltd. (Japan) TAL Life Insurance Services Limited2 (Australia) YuLife Holdings Ltd. (United Kingdom) 10.49% Partners Group Holdings Limited (New Zealand) Protective Life Corporation3 (USA) PT Panin Internasional (Indonesia) ipet Insurance Co., Ltd.2 (Japan) Topaz Capital, Inc. (Japan) 73.1670% Panin Dai-ichi Life2 (Indonesia) 95% Dai-ichi Life Reinsurance Bermuda Ltd. (Bermuda) The Dai-ichi Frontier Life Insurance Co., Ltd.2 (Japan) 49% 5% Benefit One Inc. (Japan) DL – Canyon Investments LLC (USA) 100% 0.0012% DAI-ICHI SEIMEI CARD SERVICE Co., LTD.5 (Japan) 75% Daiichi Life Insurance Myanmar Ltd.2 (Myanmar) Daiichi Life Marubeni Real Estate Co., Ltd. (Japan) 50% Subsidiaries shown on subsequent pages. Challenger Limited (Australia) 19.9% Dai-ichi Mekong Shared Service Center Company Limited (Vietnam) Nihon Bussan Co., Ltd. (Japan) |
| Dai-ichi Life Holdings, Inc. (Japan) (Ultimate Controlling Person) Partners Life Limited1 (New Zealand) Dai-ichi Life International Holdings LLC (Japan) Evince Limited (New Zealand) Organizational Chart of Dai-ichi Life Holdings, Inc. as of March 31, 2026 Partners Group Nominee Limited (New Zealand) Partners Group Holdings Limited (New Zealand) 1 insurance company Dai-ichi Life International Limited (Japan) 99.9988% 0.0012% 100% |
| Dai-ichi Life Holdings, Inc. (Japan) (Ultimate Controlling Person) Dai-ichi Life Challenged Co., Ltd. (Japan) 49% 80% 1 The voting rights pertaining to Corporate-pension Business Service Co., Ltd. are split among the other affiliates of Dai-ichi Life Holdings, Inc. as follows: ● The Dai-ichi Life Techno Cross Co., Ltd. – 1% As such, the Dai-ichi group owns 50% of the voting rights pertaining to Corporate-pension Business Service Co., Ltd. The Dai-ichi Life Insurance Company, Limited (Japan) A.F. BUILDING MANAGEMENT CO., LTD. (Japan) Dai-ichi Life Business Service Co., Ltd. (Japan) 100% Alpha Consulting Co., Ltd. (Japan) 100% Organizational Chart of Dai-ichi Life Holdings, Inc. as of March 31, 2026 Dai-ichi Smart Small-amount and Short-term Insurance Company, Limited (Japan) 100% 100% Corporate-pension Business Service Co., Ltd. 1 (Japan) |
| Dai-ichi Life Holdings, Inc. (Japan) (Ultimate Controlling Person) Organizational Chart of Dai-ichi Life Holdings, Inc. as of March 31, 2026 Benefit One Inc. (Japan) BENEFIT ONE USA, INC. (USA) BENEFIT ONE INTERNATIONAL PTE. LTD. (Singapore) PT. BENEFIT ONE INDONESIA (Indonesia) REWARDZ BENEFITS SDN. BHD. (Malaysia) FLABULESS FZ LLC (UAE) REWARDZ PRIVATE LIMITED (Singapore) BENEFITONE ENGAGEMENT TECHNOLOGIES PRIVATE LIMITED (India) Rouken Publishing Co. Ltd. (Japan) BENEFIT ONE CONSULTING (SHANGHAI) INC. (China) 1% 61.5% 70% 99% 38.5% Dai-ichi Life Holdings, Inc. (Japan) (Ultimate Controlling Person) Organizational Chart of Dai-ichi Life Holdings, Inc. as of March 31, 2026 Benefit One Inc. (Japan) BENEFIT ONE USA, INC. (USA) BENEFIT ONE INTERNATIONAL PTE. LTD. (Singapore) PT. BENEFIT ONE INDONESIA (Indonesia) REWARDZ BENEFITS SDN. BHD. (Malaysia) FLABULESS FZ LLC (UAE) REWARDZ PRIVATE LIMITED (Singapore) BENEFITONE ENGAGEMENT TECHNOLOGIES PRIVATE LIMITED (India) Rouken Publishing Co. Ltd. (Japan) BENEFIT ONE CONSULTING (SHANGHAI) INC. (China) 1% 61.5% 70% 99% 38.5% |
| Dai-ichi Life Holdings, Inc. (Japan) (Ultimate Controlling Person) Organizational Chart of Dai-ichi Life Holdings, Inc. as of March 31, 2026 Daiichi Life Marubeni Real Estate Co., Ltd. (Japan) THE DAI-ICHI BUILDING CO., LTD. (Japan) Marubeni Asset Management Co., Ltd. (Japan) O.M. Building Management Inc.3 (Japan) 50% SOHGO HOUSING CO., LTD.2 (Japan) Dai-Ichi Life Realty Asset Management Co., Ltd.1 (Japan) Marubeni REIT Advisors Co., Ltd. (Japan) Marubeni Real Estate Development Co., Ltd. (Japan) Marubeni Real Estate Management Co., Ltd. (Japan) 85.5% 40% 70% 1 The shares of Dai-ichi Life Realty Asset Management Co., Ltd. are held 70% by Daiichi Life Marubeni Real Estate Co., Ltd. and 30% by THE DAI-ICHI BUILDING CO., LTD. In other words, they are wholly owned by Daiichi Life Marubeni Real Estate Co., Ltd. and its subsidiaries. Dai-ichi Life Holdings, Inc. owns 50% of the shares of Daiichi Life Marubeni Real Estate Co., Ltd., and therefore the percentage of voting rights in Dai-ichi Life Realty Asset Management Co., Ltd. held by the Dai-ichi group is 50%. 2 The shares of SOHGO HOUSING CO., Ltd. are held 85.5% by Daiichi Life Marubeni Real Estate Co., Ltd. and 14.5% by THE DAI-ICHI BUILDING CO., LTD. In other words, they are wholly owned by Daiichi Life Marubeni Real Estate Co., Ltd. and its subsidiaries. Dai-ichi Life Holdings, Inc. owns 50% of the shares of Daiichi Life Marubeni Real Estate Co., Ltd. and therefore the percentage of voting rights in SOHGO HOUSING CO., Ltd. held by the Dai-ichi group is 50%. 3 The shares of O.M. Building Management Inc. are held 40% by THE DAI-ICHI BUILDING CO., LTD. and 10% by The Dai-ichi Life Insurance Company, Limited. Since Dai-ichi Life Holdings, Inc. owns 50% of the shares of Daiichi Life Marubeni Real Estate Co., Ltd. the percentage of voting rights in O.M. Building Management Inc. held by the Dai-ichi group is 30%. Marubeni Real Estate Agency Co., Ltd. (Japan) Dai-ichi Life Holdings, Inc. (Japan) (Ultimate Controlling Person) Organizational Chart of Dai-ichi Life Holdings, Inc. as of March 31, 2026 Daiichi Life Marubeni Real Estate Co., Ltd. (Japan) THE DAI-ICHI BUILDING CO., LTD. (Japan) Marubeni Asset Management Co., Ltd. (Japan) O.M. Building Management Inc.3 (Japan) 50% SOHGO HOUSING CO., LTD.2 (Japan) Dai-Ichi Life Realty Asset Management Co., Ltd.1 (Japan) Marubeni REIT Advisors Co., Ltd. (Japan) Marubeni Real Estate Development Co., Ltd. (Japan) Marubeni Real Estate Management Co., Ltd. (Japan) 85.5% 40% 70% 1 The shares of Dai-ichi Life Realty Asset Management Co., Ltd. are held 70% by Daiichi Life Marubeni Real Estate Co., Ltd. and 30% by THE DAI-ICHI BUILDING CO., LTD. In other words, they are wholly owned by Daiichi Life Marubeni Real Estate Co., Ltd. and its subsidiaries. Dai-ichi Life Holdings, Inc. owns 50% of the shares of Daiichi Life Marubeni Real Estate Co., Ltd., and therefore the percentage of voting rights in Dai-ichi Life Realty Asset Management Co., Ltd. held by the Dai-ichi group is 50%. 2 The shares of SOHGO HOUSING CO., Ltd. are held 85.5% by Daiichi Life Marubeni Real Estate Co., Ltd. and 14.5% by THE DAI-ICHI BUILDING CO., LTD. In other words, they are wholly owned by Daiichi Life Marubeni Real Estate Co., Ltd. and its subsidiaries. Dai-ichi Life Holdings, Inc. owns 50% of the shares of Daiichi Life Marubeni Real Estate Co., Ltd. and therefore the percentage of voting rights in SOHGO HOUSING CO., Ltd. held by the Dai-ichi group is 50%. 3 The shares of O.M. Building Management Inc. are held 40% by THE DAI-ICHI BUILDING CO., LTD. and 10% by The Dai-ichi Life Insurance Company, Limited. Since Dai-ichi Life Holdings, Inc. owns 50% of the shares of Daiichi Life Marubeni Real Estate Co., Ltd. the percentage of voting rights in O.M. Building Management Inc. held by the Dai-ichi group is 30%. Marubeni Real Estate Agency Co., Ltd. (Japan) |
| Protective Life Corporation (DE) TIN 95-2492236 Protective Life Insurance Company1 (NE) PLC owns 100% of stock TIN 63-0169720 NAIC 68136 1 insurance company 2 special purpose financial insurance company Protective Life and Annuity Insurance Company1 (AL) (commercially domiciled – NY) PLC owns 100% of non-voting preferred stock PLICO owns 100% of voting stock TIN 63-0761690 NAIC 88536 MONY Life Insurance Company1 (NY) PLICO owns 100% of stock TIN 13-1632487 NAIC 66370 Organizational Chart of Dai-ichi Life Holdings, Inc. as of March 31, 2026 Dai-ichi Life Holdings, Inc. (Japan) (Ultimate Controlling Person) Dai-ichi Life International Holdings LLC (Japan) ShelterPoint Group, Inc. (NY) PLICO owns 100% of stock TIN 11-2284016 ShelterPoint Life Insurance Company1 (NY) TIN 11-2284118 NAIC 81434 ShelterPoint Insurance Company.1 (FL) TIN 86-0367818 NAIC 89958 Dai-ichi Life International Limited (Japan) 99.9988% 0.0012% 100% 100% Protective ML Holdings 1, LLC (DE) PLICO owns 100% of membership interests TIN 33-4524758 Magnolia Re, Inc. (VT)2 PLICO owns 100% of stock TIN 39-2280797 NAIC17815 |
| Protective Life Corporation (DE) TIN 95-2492236 Protective Life Insurance Company1 (NE) PLC owns 100% of stock TIN 63-0169720 NAIC 68136 Protective Property & Casualty Insurance Company 1 (MO) PLICO owns 100% of stock TIN 43-1139865 NAIC 35769 Protective Asset Protection, Inc. (MO) (formerly Lyndon Insurance Group, Inc.) PLICO owns 100% of stock TIN 43-1802403 Asset Protection Financial, Inc. (MO) (formerly Lyndon Financial Corporation) PPCIC owns 100% of stock TIN 43-1819865 Western General Dealer Services, Inc. (CA) PAP owns 100% of stock TIN 47-0939814 Western General Warranty Corporation2 (FL) PAP owns 100% of stock TIN 59-3126230 First Protection Company (MN) PAP owns 100% of stock TIN 41-1703034 First Protection Corporation of Florida2 (FL) FPC owns 100% of stock TIN 41-1637611 Protective Administrative Services, Inc. (MO) PAP owns 100% of stock TIN 43-1724227 1 insurance company 2 specialty insurer USWC Holding Company (USWC) (FL) PLICO owns 100% of stock TIN 20-8645816 New World Warranty Corp.2 (FL) USWC owns 100% of stock TIN 20-8639268 USWC Installment Program, Inc. (FL) USWC owns 100% of stock TIN 20-8646196 United States Warranty Corp.2 (FL) USWC owns 100% of stock TIN 59-1651866 Western Diversified Services, Inc. (IL) PLICO owns 100% of stock TIN 36-2600350 The Advantage Warranty Corporation2 (FL) WDS owns 100% of stock TIN 36-3445516 Organizational Chart of Dai-ichi Life Holdings, Inc. as of March 31, 2026 Dai-ichi Life Holdings, Inc. (Japan) (Ultimate Controlling Person) Dai-ichi Life International Holdings LLC (Japan) Atlas Peak Insurance Company, Ltd.1 (Turks & Caicos) PLICO owns 100% of stock TIN 98-0137725 A.U.L. Corp. (NV) PLICO owns 100% of stock TIN 68-0300949 Wisconsin A.U.L., Inc. (CA) A.U.L. Corp. owns 100% of stock TIN 68-0440623 AUL Insurance Agency, Inc. (CA) A.U.L. Corp. owns 100% of stock TIN 68-0406407 Dai-ichi Life International Limited (Japan) 100% 99.9988% 0.0012% 100% Protective Life Reinsurance Bermuda Ltd. (Bermuda) PLICO owns 100% of stock TIN 98-1512479 Protective Life Corporation (DE) TIN 95-2492236 Protective Life Insurance Company1 (NE) PLC owns 100% of stock TIN 63-0169720 NAIC 68136 Protective Property & Casualty Insurance Company 1 (MO) PLICO owns 100% of stock TIN 43-1139865 NAIC 35769 Protective Asset Protection, Inc. (MO) (formerly Lyndon Insurance Group, Inc.) PLICO owns 100% of stock TIN 43-1802403 Asset Protection Financial, Inc. (MO) (formerly Lyndon Financial Corporation) PPCIC owns 100% of stock TIN 43-1819865 Western General Dealer Services, Inc. (CA) PAP owns 100% of stock TIN 47-0939814 Western General Warranty Corporation2 (FL) PAP owns 100% of stock TIN 59-3126230 First Protection Company (MN) PAP owns 100% of stock TIN 41-1703034 First Protection Corporation of Florida2 (FL) FPC owns 100% of stock TIN 41-1637611 Protective Administrative Services, Inc. (MO) PAP owns 100% of stock TIN 43-1724227 1 insurance company 2 specialty insurer USWC Holding Company (USWC) (FL) PLICO owns 100% of stock TIN 20-8645816 New World Warranty Corp.2 (FL) USWC owns 100% of stock TIN 20-8639268 USWC Installment Program, Inc. (FL) USWC owns 100% of stock TIN 20-8646196 United States Warranty Corp.2 (FL) USWC owns 100% of stock TIN 59-1651866 Western Diversified Services, Inc. (IL) PLICO owns 100% of stock TIN 36-2600350 The Advantage Warranty Corporation2 (FL) WDS owns 100% of stock TIN 36-3445516 Organizational Chart of Dai-ichi Life Holdings, Inc. as of March 31, 2026 Dai-ichi Life Holdings, Inc. (Japan) (Ultimate Controlling Person) Dai-ichi Life International Holdings LLC (Japan) Atlas Peak Insurance Company, Ltd.1 (Turks & Caicos) PLICO owns 100% of stock TIN 98-0137725 A.U.L. Corp. (NV) PLICO owns 100% of stock TIN 68-0300949 Wisconsin A.U.L., Inc. (CA) A.U.L. Corp. owns 100% of stock TIN 68-0440623 AUL Insurance Agency, Inc. (CA) A.U.L. Corp. owns 100% of stock TIN 68-0406407 Dai-ichi Life International Limited (Japan) 100% 99.9988% 0.0012% 100% Protective Life Reinsurance Bermuda Ltd. (Bermuda) PLICO owns 100% of stock TIN 98-1512479 |
| Protective Life Corporation (DE) TIN 95-2492236 1 specialty insurer 2 special purpose financial insurance company Investment Distributors, Inc. (TN) PLC owns 100% of stock TIN 63-1100710 Warranty Topco, Inc. (DE) PLC owns 100% of stock TIN 26-3854933 Empower Financial Resources, Inc. (DE) (formerly Financial Leadership Alliance, Inc.) PLC owns 100% of stock TIN 46-5331907 Organizational Chart of Dai-ichi Life Holdings, Inc. as of March 31, 2026 National Warranty Corp. (OR) Warranty Topco, Inc. owns 100% of stock TIN 93-1198148 Interstate National Dealer Services, Inc. (DE) Warranty Topco, Inc. owns 100% of stock TIN 11-3078398 PIPCO Reinsurance Company, Ltd. (Turks & Caicos) Warranty Topco, Inc. owns 100% of stock TIN 98-0159153 Interstate National Dealer Services of Florida, Inc.1 (FL) INDS owns 100% of stock TIN 11-3284019 Interstate Administrative Services, Inc. (DE) INDS owns 100% of stock TIN 20-1549705 Dai-ichi Life Holdings, Inc. (Japan) (Ultimate Controlling Person) Dai-ichi Life International Holdings LLC (Japan) Golden Gate Captive Insurance Company2 (VT) PLC owns 100% of stock TIN 63-1191165 NAIC 60234 Concourse Distributors, Inc. (AL) PLC owns 100% of stock TIN 33-1396088 Chesterfield International Reinsurance Limited (Nevis) PLC owns 100% of stock TIN 98-0458684 Dealer Services Reinsurance, Ltd. (Bermuda) PLC owns 100% of stock TIN 98-0199455 First Protection Corporation (MN) PLC owns 100% of stock TIN 41-1368934 Dai-ichi Life International Limited (Japan) 100% 99.9988% 0.0012% 100% Protective Foundation, LLC (AL) PLC owns 100% of membership interests TIN 41-5073717 Protective Life Corporation (DE) TIN 95-2492236 1 specialty insurer 2 special purpose financial insurance company Investment Distributors, Inc. (TN) PLC owns 100% of stock TIN 63-1100710 Warranty Topco, Inc. (DE) PLC owns 100% of stock TIN 26-3854933 Empower Financial Resources, Inc. (DE) (formerly Financial Leadership Alliance, Inc.) PLC owns 100% of stock TIN 46-5331907 Organizational Chart of Dai-ichi Life Holdings, Inc. as of March 31, 2026 National Warranty Corp. (OR) Warranty Topco, Inc. owns 100% of stock TIN 93-1198148 Interstate National Dealer Services, Inc. (DE) Warranty Topco, Inc. owns 100% of stock TIN 11-3078398 PIPCO Reinsurance Company, Ltd. (Turks & Caicos) Warranty Topco, Inc. owns 100% of stock TIN 98-0159153 Interstate National Dealer Services of Florida, Inc.1 (FL) INDS owns 100% of stock TIN 11-3284019 Interstate Administrative Services, Inc. (DE) INDS owns 100% of stock TIN 20-1549705 Dai-ichi Life Holdings, Inc. (Japan) (Ultimate Controlling Person) Dai-ichi Life International Holdings LLC (Japan) Golden Gate Captive Insurance Company2 (VT) PLC owns 100% of stock TIN 63-1191165 NAIC 60234 Concourse Distributors, Inc. (AL) PLC owns 100% of stock TIN 33-1396088 Chesterfield International Reinsurance Limited (Nevis) PLC owns 100% of stock TIN 98-0458684 Dealer Services Reinsurance, Ltd. (Bermuda) PLC owns 100% of stock TIN 98-0199455 First Protection Corporation (MN) PLC owns 100% of stock TIN 41-1368934 Dai-ichi Life International Limited (Japan) 100% 99.9988% 0.0012% 100% Protective Foundation, LLC (AL) PLC owns 100% of membership interests TIN 41-5073717 |
| Organizational Chart of Protective Life Corporation as of March 31, 2026 Protective Life Corporation (DE)1 TIN 95-2492236 Turbo Topco, Inc. (DE) TIN 84-2855430 Turbo Buyer, Inc. (DE) TIN 84-2774149 PGM Holdings Corporation (DE) TIN - 90-0919323 Piston Acquisition Company, Inc. (DE) TIN 81-2921633 Portfolio Holding, Inc. (DE) “PHI” TIN 46-1625561 Turbo Intermediate, Inc. (DE) TIN 84-2888092 Folio Protection Company, Inc. (TX) TIN 84-2790842 Portfolio Services Limited, Inc. (TX) TIN 99-0380279 Express Systems, Inc. (CA) TIN 33-0620692 Portfolio SE, Inc. (TX)4 TIN 30-0964112 Standard Group Insurance, Ltd. (TCI) TIN 04-3160317 Express Performance RE, Ltd. (TCI) TIN 98-0596201 SGR Ltd. (TCI) TIN None Portfolio Captive Insurance Company (TX)3 TIN 81-1383985 PRO Consulting, LLC (WA) TIN 91-1914078 National Automotive Experts LLC (OH) TIN 20-4752011 Veritas Insurance Ltd. (TCI) TIN 98-0698837 ALDS Holdings, Inc. (DE) TIN 92-1647133 Finance Concepts LLC (CA) TIN 45-0980182 Sean Moore Holdings, Inc. (DE) TIN 93-3532764 New Global Administrators, LLC (MA) TIN 37-2027711 New RMG LLC (CT) TIN 35-2741013 New AIG LLC (MA) TIN 38-4206540 NWAN, Inc. (OH) TIN 46-1273738 Villa Mani Reinsurance Company, Ltd. (TCI) TIN 98-1437144 Imprise Captive Insurance Co. (OH)3 TIN 36-4812450 Automotive Platform Holdings LLC (DE) 2 TIN 86-2884016 Dai-ichi Life Holdings, Inc. (Japan) (Ultimate Controlling Person) Dai-ichi Life International Holdings LLC (Japan) Dai-ichi Life International Limited (Japan) 99.9988% 0.0012% 1 Unless otherwise indicated, all ownership interests are 100% 2 PHI owns 50%; New AIG owns 50% 3 captive insurance company 4 specialty insurer Organizational Chart of Protective Life Corporation as of March 31, 2026 Protective Life Corporation (DE)1 TIN 95-2492236 Turbo Topco, Inc. (DE) TIN 84-2855430 Turbo Buyer, Inc. (DE) TIN 84-2774149 PGM Holdings Corporation (DE) TIN - 90-0919323 Piston Acquisition Company, Inc. (DE) TIN 81-2921633 Portfolio Holding, Inc. (DE) “PHI” TIN 46-1625561 Turbo Intermediate, Inc. (DE) TIN 84-2888092 Folio Protection Company, Inc. (TX) TIN 84-2790842 Portfolio Services Limited, Inc. (TX) TIN 99-0380279 Express Systems, Inc. (CA) TIN 33-0620692 Portfolio SE, Inc. (TX)4 TIN 30-0964112 Standard Group Insurance, Ltd. (TCI) TIN 04-3160317 Express Performance RE, Ltd. (TCI) TIN 98-0596201 SGR Ltd. (TCI) TIN None Portfolio Captive Insurance Company (TX)3 TIN 81-1383985 PRO Consulting, LLC (WA) TIN 91-1914078 National Automotive Experts LLC (OH) TIN 20-4752011 Veritas Insurance Ltd. (TCI) TIN 98-0698837 ALDS Holdings, Inc. (DE) TIN 92-1647133 Finance Concepts LLC (CA) TIN 45-0980182 Sean Moore Holdings, Inc. (DE) TIN 93-3532764 New Global Administrators, LLC (MA) TIN 37-2027711 New RMG LLC (CT) TIN 35-2741013 New AIG LLC (MA) TIN 38-4206540 NWAN, Inc. (OH) TIN 46-1273738 Villa Mani Reinsurance Company, Ltd. (TCI) TIN 98-1437144 Imprise Captive Insurance Co. (OH)3 TIN 36-4812450 Automotive Platform Holdings LLC (DE) 2 TIN 86-2884016 Dai-ichi Life Holdings, Inc. (Japan) (Ultimate Controlling Person) Dai-ichi Life International Holdings LLC (Japan) Dai-ichi Life International Limited (Japan) 99.9988% 0.0012% 1 Unless otherwise indicated, all ownership interests are 100% 2 PHI owns 50%; New AIG owns 50% 3 captive insurance company 4 specialty insurer |
FE>;UR:?NI#\('YZ>N33]U(?A _/0
M>FE>;UR:?NI#\('YZ>N33]U(?A _/0>FLY>J)^\KU5_DU/Y0E6A/7)I^ZD/P
M@?GK.GJA[YLKP7:J%(X2.88U/!2G 1'^V$J#2E*\WKDT_=2'X0/ST] _=];WR].@NBE*4"E*Q;KMK7J#:%_:RR,3J&2&C
M;$:Q#J.MAQ',U$)0RZ>Y1$QS)\_)Q#!=AP$!,'3X*#:5*Q-J/QW3+"0O:$CX
M$C1)C%22[";8.5!4(Y9\KFIF[0TY!C *@@($%4""7!NH]+ U9XL&EFRELFCB
M3BZ+-R]+-MCQBC0K@$8UPY B:CAL + )D?LFY@ !QDP@.T0TS2L>W#Q,ZI.7
M6FWK;$6LSD9E^91:):SX.D'+-2+5=I%75[,*K B['Z*K#N"XXFTH9U+SDHSAHEJ7>X
M?R#@B"")<@&3J'$"E#(@&1'X:XL)JU8]S,6;V'O.WY5F\=@P;.&,H@LFNYVB
M;DD,4X@93 ".P.N $<4$6\%#1'R.6!Z+L?HJ>"AHCY'+ ]%V/T56*2?C%9M:
M&))-#RZ*!72L>5 ";GXRVF O9>1:13(%")=I>KE13WG,!"%W&$ R
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M&$!#-IZ/,C'1C8C9ND)HEF8XE3( % 1$1$=*4KM795D=+++U,XJ=4S7A:$#=9F,1 D:C-QB+P6Y3 \$P)\TIMH
M"( (XQG 5*_!;T8\D5B>C3+Z*OA;/OI]8/Y*M[_PO:E>I]ZAIOIS UZ )!$ _K*?\ TFMG\O,*NBJ7XO?UE/\ Z36S^7F%1/H=J_+4
M2ONR+@MM9<[5&78+L3KI_9)@HF)-P?YLYK/,CH3K#=FE+VR)N8LYE'-(1M%,
M$XPK@WKB9%5,V71S)E,BFHFERS)I\P/=##D< ZDI7F1-,F*G7!#/7(DL>1C
MK0C(]=2; 0/*(3\
MD_5<-W@. !$L>LB5LW-A8H&42'=XH]1R-!N)61:((G64=(II$("AE#J !2E'
MN$1^+^.@R+4%4$A Y 1>/GR$#,.'S2D46F\Z+)RJP0
_6;UP:^N_9^U^M_
M.+VCD;MO-Y>=VS=XN[&,],T]?8WU[]9O7!KZ[]G[7ZW\\O:.3NV\WEYW;-WB
M[L8STS0>ZE55-6$ZU"N&6DH+6BZXELDX[(M%V\I$*MF2Z9"E.E[JR54*?/C&
M*IN'A79A*V%LD9(#K\PQ3%#E@/4H_!UH,;V_8>KEHLC7S&0=PL[E96
M9!L$P& 23-'I*.U2OR-2 S.