Form 485BPOS FIRST INVESTORS LIFE
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As filed with the Securities and Exchange Commission on April 29, 2026
Registration Nos. 333-239739
811-04328
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 ☒
Pre-Effective Amendment No. ☐
Post-Effective Amendment No. 6 ☒
and
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 ☒
Amendment No. 56 ☒
FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIFE INSURANCE SEPARATE ACCOUNT B
(Exact Name of Registrant)
NASSAU LIFE INSURANCE COMPANY
(Name of Depositor)
One American Row, Hartford, Connecticut 06102-5056
(Address of Depositor’s Principal Executive Offices) (Zip Code)
860-403-5000
(Depositor’s Telephone Number, including Area Code)
Kostas Cheliotis, Esq.
Nassau Life Insurance Company
One American Row
Hartford, Connecticut 06102-5056
(Name and Address of Agent for Service)
Copies of all communications to:
| Kostas Cheliotis |
| Vice President, General Counsel, Secretary |
| Nassau Life Insurance Company |
| One American Row |
| P.O. Box 5056, Hartford, CT 06102-5056 |
It is proposed that this filing will become effective (check appropriate box):
| ☐ | immediately upon filing pursuant to paragraph (b) |
| ☒ | on May 1, 2026 pursuant to paragraph (b) |
| ☐ | 60 days after filing pursuant to paragraph (a)(1) |
| ☐ | on (date) pursuant to paragraph (a)(1) of Rule 485 under the Securities Act. |
If appropriate, check the following box:
| ☐ | this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
The Insured Series Policy
A Level Premium Variable Life Insurance Policy
|
Administrative Office
Regular Mail: P.O. Box 22012, Albany, New York 12201
Overnight Mail: 15 Tech Valley Drive, Suite 201, East Greenbush, New York 12061-4142
Phone Number: 1-800-832-7783 (8:30 A.M. and 5:00 P.M., Eastern Time)
Fax: 1-321-400-6316
Website: www.nfg.com
Offered By Nassau Life Insurance Company Through First Investors Life Level Premium Variable Life Insurance Separate Account B.
This prospectus describes an individual Level Premium Variable Life Insurance Policy (the “Policy”) formerly offered by Nassau Life Insurance Company (“NNY,” “We,” “Us” or “Our”) through First Investors Life Level Premium Variable Life Insurance Separate Account B (“Separate Account B” or “Separate Account”). We also call the Policy Our “Insured Series Policy” or “ISP.” New Policies are not currently being offered for sale. Existing Policyowners (“You”) may continue to make additional payments under their respective Policies.
Please read this prospectus and keep it for future reference. It contains important information that You should know. The premiums under this Policy are invested in Subaccounts of Separate Account B that invest at net asset value, in shares of a series in the designated funds described in Appendix A: Funds Available Under The Policy. Throughout this prospectus, We refer to these underlying mutual funds as “Funds”.
Additional information about certain investment products, including variable life insurance, has been prepared by the Securities and Exchange Commission’s staff and is available at Investor.gov.
The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or passed judgment on the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
NNY does not guarantee the performance of the segregated investment options under the Separate Account B that correspond to the Funds. The Policy is not a deposit or obligation of, or guaranteed or endorsed by, any bank or depository institution, or federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other agency. The Policy involves investment risk, including possible loss of principal amount invested.
This prospectus does not constitute an offering in any state or jurisdiction in which such offering may not lawfully be made. NNY does not authorize any information or representations regarding the offering described in this prospectus other than as contained in this prospectus or any supplement thereto or in any supplemental sales material authorized by NNY.
The availability of Funds, Policy benefits, or other Policy features described in this prospectus may vary depending on the broker-dealer through which Your Policy was purchased. See Appendix B: Financial Intermediary Variations.
The date of this prospectus is May 1, 2026.
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IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE POLICY
| FEES AND EXPENSES | LOCATION IN PROSPECTUS | |||||
| Charges for Early Withdrawals | None | Fee Tables | ||||
| Transaction Charges | You may be charged for transactions. Specifically:
● A premium charge is deducted from each premium payment.
● A Premium Tax Charge is deducted from each premium payment.
● A First Year Charge is deducted upon payment of first year premium.
● An Annual Administrative Charge is deducted from each premium payment.
● A Risk Charge is deducted from each premium payment.
● There is an increase to Your required premiums if You elect to pay premiums on other than an annual basis.
● An additional charge is deducted from each premium payment if You own an optional insurance rider. |
| ||||
| Ongoing Fees and Expenses (annual charges) | In addition to transaction charges, an investment in the Policy is subject to certain ongoing fees and expenses. Those ongoing fees and expenses include a cost of insurance charge, mortality and expense risk charge and loan interest (if You take a Policy loan). Such fees and expenses may be set based on characteristics of the insured (e.g., age, sex, and rating classification). You should view the Policy specifications page of Your Policy for the rates applicable to Your Policy.
You will also bear expenses associated with the Funds under the Policy, as shown in the following table |
Appendix A: Funds Available Under the Policy
| ||||
| Annual Fee | MIN. | MAX. | ||||
| Investment options (Underlying Fund fees and expenses)* | 0.18% | 0.86% | ||||
| * As a percentage of fund assets. The fees of the funds are as of December 31, 2025. Fund fees and expenses vary over time. | ||||||
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| RISKS | LOCATION IN PROSPECTUS | |
| Risk of Loss | You can lose money by investing in the Policy. | Principal Risks of Investing in the Policy |
| Not a Short-Term Investment | ● A Policy is not a short-term investment and is not appropriate for an investor who needs ready access to cash.
● Partial surrenders are only allowed on Policy Anniversaries.
● A partial surrender will reduce Your Policy’s Face Amount and may have adverse tax consequences.
● You can avoid such possible adverse tax consequences by holding Your Policy for the long-term and minimizing surrenders.
● Tax deferral is generally more beneficial to investors with a long time horizon.
|
Principal Risks of Investing in the Policy;
|
| Risks Associated with Investment Options | ● An investment in this Policy is subject to the risk of poor investment performance of the Funds You choose. Performance will vary among the Funds.
● Each Fund has its own unique risks.
● You should review the investment options before making an investment decision.
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Principal Risks of Investing in the Policy;
Appendix A: Funds Available Under the Policy.
|
| Insurance Company Risks | An investment in the Policy is subject to the risks related to NNY. Any obligations, guarantees, or benefits are subject to the claims-paying ability of NNY. More information about NNY, including its financial strength ratings, is available upon request by calling toll-free at 1-800-541-0171. | Principal Risks of Investing in the Policy;
|
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| RISKS | LOCATION IN PROSPECTUS | |
| Policy Lapse | Your Policy will remain in force as long as You pay Your premiums and Your loan balance is less than the Cash Value. If You fail to pay Your premiums or Your loan balance exceeds the Cash Value, Your Policy may lapse, or end. In such case, if You do not elect one of the continued insurance options, We will automatically purchase continued insurance with the Policy’s Cash Value (if any). This may delay but not necessarily avoid the lapse of Your Policy. If Your Policy lapses, you may request reinstatement, but there is a cost associated with reinstating a lapsed Policy. Withdrawals, loans (and associated loan interest), fees and charges, failure to make premium payments, and poor investment performance can negatively affect Policy value, and increase the risk of Policy lapse. If the Policy lapses, the death benefit will not be paid. | Principal Risks of Investing in the Policy;
Default and Options on Default;
|
| RESTRICTIONS | LOCATION IN PROSPECTUS | |
| Investments | ● NNY reserves the right to remove or substitute Funds available under the Policy.
● There is a limit of two transfers between two or more Subaccounts in any Policy Year.
● You may allocate Cash Value to no more than five of the Subaccounts at any time.
● Your allocation to any one Subaccount may not be less than 10% of the Cash Value.
● We reserve the right to limit transfers if frequent or large transfers occur.
● The availability of investment options may vary depending on the broker-dealer through which Your Policy was purchased.
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Allocation of Net Premiums to the Investment Options;
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| Optional Benefits | ● Except as otherwise provided, optional benefits may not be modified or terminated by us.
● The availability of Policy benefits may vary depending on the broker-dealer through which Your Policy was purchased. |
Other Benefits Available Under the Policy;
Appendix B: Financial Intermediary Variations
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| TAXES |
LOCATION IN PROSPECTUS | |
| Tax Implications |
● You should consult with a tax professional to determine the tax implications of an investment in and payments received under the Policy.
● If You purchase the Policy through a qualified retirement plan or an individual retirement account, You do not receive any additional tax deferral.
● Any gain on Your Policy is taxed at ordinary income tax rates when withdrawn, and You may have to pay a penalty tax if You take a withdrawal before age 59½.
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Federal Tax Information |
| CONFLICTS OF INTEREST |
LOCATION IN PROSPECTUS | |
| Investment Professional Compensation |
Currently, We do not make new sales of the Policy, and thus the compensation practices described here relate primarily to compensation with respect to prior sales.
Your registered representative may have received compensation for selling the Policy to You. We generally pay compensation as a percentage of premium payments invested in the Policy (“commissions”). NNY may also pay for sales and distribution expenses out of any payments We or the principal underwriter of the Policies may receive from the Funds for providing administrative, marketing and other support and services to the funds. To the extent permitted by FINRA rules and other applicable laws and regulations, the principal underwriter may pay or allow other promotional incentives or payments in the form of cash or other compensation.
The presence of these forms of compensation can influence a registered representative to recommend the Policy over another investment.
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Distribution of the Policy |
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| CONFLICTS OF INTEREST | LOCATION IN PROSPECTUS | |
| Exchanges | As a general matter, some investment professionals could have a financial incentive to offer You this Policy in place of another policy You currently own. Similarly, some investment professionals may have a financial incentive to offer You a new policy to replace this Policy. You should only exchange a policy if You determine, after comparing the features, fees, and risks of both policies, and any fees or penalties to terminate the existing policy, that it is better for You to purchase the new policy rather than continue to own Your existing policy. Currently, We do not offer this Policy for new sales, and thus would not offer this Policy in connection with such a replacement transaction. | Distribution of the Policy |
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The Policy is a variable life insurance policy that provides life insurance protection on the named insured person (the “Insured), and pays death benefit proceeds when the Insured dies while the Policy is in effect. Variable life insurance is designed to help meet long-term insurance and investment needs. It is not suitable as a vehicle for short-term savings. Because the Policy is designed for investors who intend to accumulate funds for long-term financial planning purposes, the Policy is best suited for those with a long investment horizon. Although You have the ability to make partial surrenders on each Policy Anniversary and/or fully surrender the Policy at any time while the Insured is living, the Policy should not be viewed as a highly liquid investment. Failure to hold the Policy for the long-term would mean that You lose the opportunity for the performance of Your chosen investment options to grow on a tax-deferred basis. Partial surrenders may also be subject to income taxes and tax penalties. Thus, the Policy’s features are appropriate for an investor who does not have significant liquidity needs with respect to money dedicated to the Policy and has a long investment horizon. The Policy is not intended for those who intend to engage in frequent trading among the Subaccounts within the Separate Account.
Premiums
Premiums under the Policy are level, meaning that they are due on a regular basis and do not vary in amount. The premium amount is based upon the guaranteed minimum death benefit (or “Face Amount”), the Insured’s underwriting classification, premium payment frequency, and other factors. We guarantee that You will not pay premiums beyond 12 years and that Your premium payment will not increase. If You change Your premium payment schedule after Your Policy has been issued, the premium amount will be adjusted to correspond with Your new schedule.
Your Policy will not lapse so long as You pay Your premiums and Your loan balance is less than the unloaned value of your Policy (the “Cash Value”).
Death Benefits
The Policy is, first and foremost, a life insurance policy and is designed to provide You with permanent insurance protection. You pay Your premiums for 12 years. After that, the Policy remains in force for the life of the Insured unless You choose to surrender Your Policy, or You borrow against it to an extent that causes it to lapse.
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Upon the death of the Insured, the Policy’s death benefit will be paid to the named beneficiary. We guarantee that the death benefit on Your Policy will never be less than the Policy’s Face Amount, which is the guaranteed minimum death benefit (reduced for loans, loan interest and partial surrenders). During the first Policy year, the death benefit is equal to the guaranteed minimum death benefit. Thereafter, We determine the death benefit on each Policy anniversary for the next Policy year by adjusting the death benefit by the change in the variable insurance amount on the Policy anniversary (see “The Variable Insurance Amount”).
Investment Options
You may allocate Your net premiums among any of the Subaccounts of the Separate Account We offer under the Policy as long as each allocation is at least 10% of the premium. Each Subaccount invests in an underlying Fund that is professionally managed and has different investment objectives, policies and risks. Your Cash Value and the Variable Insurance Amount will fluctuate based on the performance of the Funds You select.
Twice each Policy year, You may change Your Subaccount allocations. If You do so, both Your existing Cash Value and Your future premium payments will be allocated according to the new percentages, unless You direct Us otherwise.
Additional information about each Fund offered within the Separate Account is provided in Appendix A to this prospectus, entitled “Funds Available Under the Policy.”
Loans and Surrenders
You may borrow up to 75% of the Cash Value during the first three Policy years and up to 90% of the Cash Value thereafter, if You assign Your Policy to Us as sole security. While the receipt of the principal of a Policy loan is generally not taxable, the loan amount may become taxable under certain circumstances. The Policy may lapse as a result of unpaid loans and loan interest.
You may surrender the Policy at any time while the Insured is living. A surrender is a taxable event. The amount payable will be the Cash Value less any outstanding loan balance, including any accrued loan interest (“Surrender Value”). A full surrender will terminate the Policy. You may surrender a portion of the Policy’s Cash Value on any Policy anniversary provided You meet Our requirements. Partial surrenders are not permitted if You have an outstanding Policy loan. Partial surrenders may have adverse tax consequences and will reduce the guaranteed minimum death benefit and the death benefit.
There are tax consequences associated with loans, surrenders, and partial surrenders.
Subject to availability in Your state, We offer at issue several optional insurance riders to add benefits to the Policy. You pay an additional premium amount for each rider and certain age, insurance underwriting requirements, limitations and restrictions apply.
The following optional riders may have been available to You when You purchased Your policy. These riders are no longer available for purchase.
| ● | Accidental Death Benefit Rider | |
| ● | 12-year Level Term Insurance Rider | |
| ● | Waiver of premium Rider |
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The following tables describe the fees and expenses that You will pay when buying, owning and surrendering or making withdrawals from the Policy. Please refer to Your Policy specifications page for information about the specific fees You will pay each year based on the options You have elected.
The first table describes the fees and expenses that You will pay at the time You buy the Policy, surrender or make withdrawals from the Policy, or transfer cash value between investment options.
Transaction Fees
| Charge | When Charge is Deducted(1) | Amount Deducted | ||||
|
Maximum Premium Charge Percentage Imposed on Premiums (Load) |
Upon premium payment |
Year 1 Years 2 to 4 Years 5 to 12 |
30% of premium 10% of premium 6% of premium | |||
| Premium Tax Charge | Upon premium payment | 2% of premium | ||||
|
Maximum Deferred Sales Charge (Load) |
Not Charged | NONE | ||||
| Other Surrender Fees | Not Charged | NONE | ||||
| Transfer Fees | Not Charged | NONE | ||||
| First Year Charge | Upon payment of first year premium | $5 per $1,000 of the guaranteed minimum death benefit | ||||
| Annual Administrative Charge | Upon premium payment |
$30 standard class $45 non-standard class |
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| Risk Charge | Upon premium payment | 1.5% of premiums | ||||
| Installment Payment Premium(2) | Upon premium payment |
Annual: 0% increase in premium Semi-annual: 2% increase in premium Quarterly: 4% increase in premium Monthly: 5.96% increase in premium |
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| Optional Rider Premiums(3) | Per $1,000 face amount of rider: | |||||
| Accidental Death | Upon premium payment |
Minimum: $1.75 Maximum: $2.63 Repesentative Case(4): $1.75 |
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| 12 Year Level Term without Premium Waiver | Upon premium payment |
Minimum: $0.68 Maximum: $16.39 Representative Case(4): $1.02 |
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| 12 Year Level Term with Premium Waiver | Upon premium payment |
Minimum: $0.83 Maximum: $12.70 Representative Case (4): $1.12 |
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| Premium Waiver | Upon premium payment |
Minimum: $0.04 Maximum: $6.00 Representative Case(4): $0.09 |
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| (1) | The table assumes that premiums are paid at issue and then on each Policy anniversary. If You pay Your premium on an installment basis over the course of a Policy year, the charges which are premium-based will be prorated over those payments. |
| (2) | This charge is added to the base premium then deducted. |
| (3) | The additional charge (in the form of additional required premium) is determined by the applicable insurance rates based upon the Insured’s age, sex and underwriting classification. The charges shown in the table may not be typical of the charges You will pay. Your policy’s specifications page will indicate the charges applicable to Your policy. You may obtain more information by contacting Your registered representative. |
| (4) | The representative case is based on Our representative Insured ( male, age 25 at the time the Policy is issued, and is in Our standard underwriting class). |
The next table describes the fees and expenses that You will pay periodically during the time that You own the Policy, not including underlying Fund fees and expenses.
Periodic Charges Other Than Annual Underlying Fund Expenses
| Charge | When Charge is Deducted | Amount Deducted | ||
| Base Policy Charges | ||||
| Cost of Insurance(1) | Last Day of Policy Year | Minimum: $0.68 per $1,000 on the net amount at risk (NAR) Maximum: $14.38 per $1,000 on the NAR Representative Case(2) with $51,908 guaranteed minimum death benefit: $1.75 per $1,000 NAR | ||
| Mortality and Expense Risks Charge | Daily | Effective annual rate of 0.50% of Your Subaccount asset value | ||
| Net Policy Loan Interest | Policy Anniversary if there is an outstanding Policy loan | 2% of the outstanding loan(3) | ||
| (1) | Cost of insurance charges will vary according to age, gender and risk classification, policy year, net amount at risk, and face amount. The cost of insurance charges shown in the table may not be typical of the charges You will pay. Your policy’s specifications page will indicate the guaranteed cost of insurance applicable to Your policy. More detailed information concerning Your cost of insurance is available upon request |
| (2) | The representative case is based on Our representative Insured (male, age 25 at the time the Policy is issued, and is in Our standard underwriting class). |
| (3) | The Policy loan interest rate is 6%. However, because We transfer from the Separate Account to Our General Account an amount equal to the amount of the loan, while the loan is unpaid, We credit You into Your chosen Subaccount(s) interest at an effective annual rate of 4% for the amount maintained in the General Account. As a result, the net interest rate as a cost to You is 2%. |
The next item shows the minimum and maximum total operating expenses charged by the underlying Funds that You may pay periodically during the time that You own the Policy. A complete list of underlying Funds available under the Policy, including their annual expenses, may be found at the back of this document in Appendix A.
Annual Underlying Fund Expenses
| Minimum | Maximum | |||||||
| (Expenses that are deducted from Underlying Fund assets, including management fees, distribution and/or service (12b-1) fees, and other expenses)(1) | 0.18 | % | 0.86 | % |
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| (1) | Fund expenses are as of December 31, 2025. Expenses shown may change over time and be higher or lower in the future. The fees in the table above do not reflect any expense reimbursement or fee waiver arrangements, which would reduce the fee amounts. |
PRINCIPAL RISKS OF INVESTING IN THE POLICY
Risk of Loss
You can lose money by investing in this Policy, including Your principal investment and previous earnings. Interests in the Policy and shares of the Funds are not deposits or obligations of or guaranteed by a bank, and are not federally insured by the Federal Deposit Insurance Corporation or any other governmental agency.
Liquidity Risk
Variable life insurance is not a short-term investment vehicle. You therefore should carefully consider Your income and liquidity needs before purchasing a Policy. Thus, ownership of the Policy creates risk associated with holding an investment that is not completely liquid.
Fund Option (Subaccount) Risk
Amounts that You allocate to the Fund options (i.e., the variable investment options) are subject to the risk of poor investment performance. Generally, if the variable investment options you select make money, your Policy value goes up. If they lose money, your Policy value goes down. You bear the entire investment risk. Each variable investment option’s performance depends on the performance of its corresponding underlying Fund. Each Fund has its own investment risks, and You are exposed to a Fund’s investment risks when You invest in the corresponding variable investment option. Even a variable investment option investing in a money market fund may have negative returns, particularly due to the fees and charges deducted at the variable investment option level. We do not promise that the Funds will meet their investment objectives.
Constraints on Access to Your Cash Value
You can fully surrender Your Policy at any time, but a full surrender will terminate the Policy and all of its benefits. You may only make a partial surrender on a Policy Anniversary and only if You have no outstanding Policy loans. Any Policy loan You take will incur interest and the amount taken as a loan will not participate in the investment performance of the variable investment options. Additionally, if You take a loan or partial surrender, there will be a decrease the Policy Cash Value, the guaranteed minimum death benefit (i.e., the Face Amount), the Variable Insurance Amount, and the death benefit. The reduction due to a partial surrender would be in the same proportion as the partial surrender is to the Cash Value, and therefore the reduction could be greater than the amount surrendered.
Risk of Lapse
Your Policy will remain in force as long as You pay Your premiums and Your loan balance is less than the Cash Value. If You fail to pay Your premiums or Your loan balance exceeds the Cash Value, Your Policy may lapse. In such case, if You do not elect one of the continued insurance options, We will automatically purchase continued insurance with the Policy’s Cash Value (if any). This may delay but not necessarily avoid the lapse of Your Policy. If Your Policy lapses, you may request reinstatement, but there is a cost associated with reinstating a lapsed Policy. Withdrawals, fees and charges, loans (and associated loan interest), failure to make premium payments, and poor investment performance can negatively affect Policy value, and increase the risk of Policy lapse.
Transfer Risk
Transfers among the Subaccounts are limited to no more than two per year. Because of this restriction on transfers, You should realize that Policy value You have allocated to the Subaccounts can be required to be kept there for an extended period of time. We reserve the right to reject or restrict transfers if an underlying Fund or We determine the transfers reflect disruptive trading. Minimum transfer limits apply. Thus, ownership of the Policy involves certain restrictions on Your ability to make transfers.
Insurance Company Insolvency
It is possible that We could experience financial difficulty in the future and even become insolvent, and therefore be unable to meet Our obligations under the Policy. In particular, Our experiencing financial difficulty could interfere with Our ability to pay the death benefit and the guarantees under any of the optional Policy riders. In general, note that all guarantees under the Policy are supported by Our general account and thus depend on Our financial strength and claims-paying ability.
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Tax Consequences
Surrenders are generally taxable to the extent of any earnings in the contract, and prior to age 59½ a tax penalty may apply. In addition, even if the Policy is held for years before any surrender is made, surrenders are taxable as ordinary income rather than capital gains. Adverse tax consequences can arise when You take a loan or partial surrender—please see Federal Tax Information later in this prospectus.
Cyber Security and Business Continuity Risks.
Our variable product business is dependent upon the secure and effective operation of our computer systems and those of our business partners and service providers. As a result, our business may be subject to risks related to cybersecurity incidents and system failures. Cybersecurity incidents and system failures affecting us, third-party administrators, underlying funds, intermediaries, and service providers may adversely affect us and/or your Policy. For instance, such events may interfere with our administration of the Policy, including order processing; impact our ability to calculate unit values or other Policy values; or compromise confidential customer or business information. They also could subject us to regulatory fines, litigation, financial losses or reputational damage. Similar events may also impact the issuers of securities in which the underlying funds invest, which may cause your Policy to lose value. Financial services companies and their third-party service providers are increasingly the targets of cyberattacks. The methods and devices used to attack systems and networks evolve constantly and are growing more sophisticated (for example, through the use of artificial intelligence). Although we undertake preventative and detective measures to protect our systems from cyberattacks and systems failures, there can be no guarantee that such events will always be detected, prevented, and/or avoided in the future.
We may also be exposed to risks related to natural and man-made disasters, such as (but not limited to) storms, fires, floods, earthquakes, public health crises, military actions, or malicious acts, any of which could adversely affect our ability to conduct business, process Policy transactions, and otherwise administer the Policy. For example, such events could lead to delays in our processing of Policy transactions, including orders, and could negatively impact our ability to calculate unit values or other Policy values. They may also impact the issuers of securities in which the underlying funds invest, which may cause your Policy to lose value. There can be no assurance that negative impacts associated with natural and man-made disasters will always be avoided.
NASSAU LIFE, THE SEPARATE ACCOUNT AND THE SUBACCOUNTS
NNY, with its home office at One American Row, Hartford, Connecticut 06102-5056, is a stock life insurance company organized under the laws of the State of New York. NNY is authorized to conduct life and annuity business in all 50 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. The statutory home office of NNY is located at 15 Tech Valley Drive, East Greenbush, New York 12061.
NNY is part of Nassau Financial Group L.P. (the “Nassau Group”). NNY has been operating as an insurance company since 1851. It was acquired by the Nassau Group in 2016. Other affiliates of NNY include 1851 Securities, Inc. (or hereafter “1851”), which is the principal underwriter for the Policies, and the Nassau Companies of New York, which provides administrative services for the Policies.
Prior to July 8, 2020, the issuer of the Policy was Foresters Life Insurance and Annuity Company (“FLIAC”). As previously disclosed, NNY entered into an agreement with FLIAC whereby NNY would purchase FLIAC.
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FLIAC was acquired by NNY on July 1, 2020. Following the acquisition, on July 8, 2020, FLIAC merged with and into NNY, with NNY as the surviving company (the “Merger”). Upon completion of the Merger, FLIAC’s corporate existence ceased by operation of law. As the surviving company, NNY assumed all the rights, duties and obligations of FLIAC, including those related to the Separate Account. The Separate Account became a separate account of NNY. NNY assumed legal ownership of the assets of the Separate Account and responsibility for the liabilities and obligations of all outstanding Policies. The Merger did not affect the terms of, or the rights and obligations under, the Policies other than to change the insurance company that provides Policy benefits from FLIAC to NNY. The Policies continue to be funded by the Separate Account. Policy values did not change as a result of the Merger. No additional charges were imposed and no deductions were made as a result of the Merger. The Merger did not have any tax consequences for Policyowners.
For information or service concerning a Policy, You may contact Us in writing at Our Administrative Office at P.O. Box 22012, Albany, New York 12201 (or 15 Tech Valley Drive, Suite 201, East Greenbush, New York 12061 for overnight mailings). You may also call Us at 1-800-832-7783 between the hours of 8:30 A.M. and 5:00 P.M., Eastern Time, or fax Us at 1-321-400-6316. You may also contact Us through Our website at www.nfg.com.
You should send any payments, notices, elections or requests (including requests for Fund prospectuses), as well as any other documentation that We require for any purpose in connection with Your Policy, to Our Administrative Office. No payment, notice, election, request or documentation will be treated as having been “received” by Us until We have actually received it, as well as any related forms and items that We require, all in complete and Good Order (i.e., in form and substance acceptable to Us) at Our Administrative Office. To meet Our requirements for processing transactions, We may require that You use Our forms. We will notify You and provide You with an address if We designate another office for receipt of information, payments and documents.
We are obligated to pay all amounts promised to investors under the Policy, subject to our financial strength and claims-paying ability.
We established Separate Account B on June 4, 1985, under the provisions of the New York Insurance Law. Separate Account B is registered with the SEC as a unit investment trust under the Investment Company Act of 1940, as amended (the “1940 Act”).
We segregate the assets of Separate Account B from the assets in Our General Account (the “General Account”). The assets of Separate Account B fall into two categories: (1) assets equal to Our reserves and other liabilities under the Policies and (2) additional assets derived from expenses that We charge to Separate Account B. The assets equal to Our reserves and liabilities support the Policy. We cannot use these assets to satisfy any of Our other liabilities. The assets We derive from Our charges do not support the Policy, and We can transfer these assets in cash to Our General Account. Before making a transfer, We will consider any possible adverse impact that the transfer may have on Separate Account B.
All the income, gains and losses (realized or unrealized) resulting from assets allocated to Separate Account B are credited to or charged against Separate Account B without regard to Our other business. We are obligated to pay all amounts promised to Policyowners under the Policies even if these amounts exceed the assets in Separate Account B. Any guarantees under Your Policy that exceed Your Policy Cash Value (such as those that may be associated with the death benefit) are paid from Our General Account. Any such amounts that We are obligated to pay in excess of Your Policy Cash Value are subject to Our financial strength and claims-paying ability. Assets allocated to Separate Account B support the benefits under the Policy. The assets are in turn invested by each Subaccount of Separate Account B into a corresponding Fund at net asset value. Therefore, We own the shares of the underlying Funds, not You.
Each Subaccount reinvests any distributions it receives from a Fund by purchasing additional shares of the distributing Fund at net asset value. Accordingly, We do not expect to pay You any capital distributions from the Policies.
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Each of the Subaccounts available under the Policy invests in a corresponding underlying Fund. You are not investing directly in the underlying Funds. Each underlying Fund is a portfolio of an open-end management investment company registered with the SEC under the 1940 Act. These underlying Funds are not publicly traded and are offered only through variable annuity and variable life insurance products, or directly to tax qualified plans. They are not the same retail mutual funds as those offered outside of a variable annuity or variable life insurance product, or directly to tax qualified plans, although the investment practices and fund names may be similar and the portfolio managers may be identical. Accordingly, the performance of the underlying Fund is likely to be different from that of the retail mutual fund, and You should not compare the two.
The Funds are selected to provide a range of investment options from conservative to more aggressive investment strategies.
Each Subaccount of the Separate Account is subject to market fluctuations and the risks that come with the ownership of any security; and there can be no assurance that any investment option will achieve its stated investment objective.
Information regarding each underlying Fund, including (i) its name (ii) its type (e.g., money market fund, bond fund, balanced fund, etc.) or a brief statement concerning its investment objectives (iii) its investment adviser and any sub-investment adviser (iv) current expenses and (v) performance is available in Appendix A to this prospectus. Each underlying Fund has issued a prospectus that contains more detailed information about the Fund. Electronic copies of those prospectuses can be found online at https://nassau.onlineprospectus.net/Nassau/Products/index.html. You can also request paper copies of prospectuses at no cost by calling 1-800-832-7783 or by sending an email request to [email protected].
The Policy is described as “variable” because the amount of Your death benefit, Cash Value and loan value (the amount You can borrow) may increase or decrease depending on, among other things, the investment performance of the Subaccount(s) that You select. You bear the entire investment risk with respect to the Policy’s Cash Value, which could decline to zero. However, the death benefit will never be less than the guaranteed minimum death benefit (adjusted for loans, loan interest and partial surrenders), if You pay all Your premiums. We offer a selection of investment options, which are the Subaccounts of the Separate Account.
The discussion generally assumes that premiums have been duly paid and there have been no Policy loans. The death benefit and Cash Value are reduced if premiums are not duly paid or if a Policy loan or partial surrender is made.
To purchase a Policy, You must submit a completed life insurance application to Us and provide Us with evidence of insurability that is satisfactory to Us. Before approving an application, We conduct underwriting to determine the proposed Insured’s insurability. If Your application is approved, We will credit Your Policy with the initial premium on the date that the Policy is issued. Until such time, Your initial premium is held in the General Account, during which time it may earn interest. If a Policy is not issued, We will return Your premium without interest. We reserve the right to reject any applications for any reason. The Insured will be covered under the Policy as of the Policy’s issue date.
The Policy premiums are “level” because You pay the same amount each year for 12 years. We cannot increase the amount of Your premiums or extend the premium payment period. If You change Your premium payment schedule after Your policy has been issued, the premium amount will be adjusted to correspond with Your new schedule, as discussed below. After You have made the scheduled payments for 12 years, the Policy will stay in force for the life of the Insured unless You decide to surrender it or You borrow against it to the extent that it lapses. When referring to the life of the Insured, We mean up to a maximum age of 120.
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The Amount of Your Premiums
The premium You pay is determined by the amount of guaranteed minimum death benefit, the underwriting classification of the Insured, the frequency of Your payments and any riders You have selected. We cannot increase this premium amount. However, there is an additional premium charge if You ask Us to accept Your premiums on an installment basis (see “Charges and Expenses”). We have a $600 minimum annual premium requirement for issue ages 15 and over (which does not include additional premiums for any riders that You may select other than Waiver of Premium) and a $300 minimum annual premium requirement for issue ages 0-14.
We allocate assets to Our General Account to accumulate as a reserve for the contingency that the Insured will die when the guaranteed minimum death benefit exceeds the death benefit payable without such guarantee. In setting premium rates, We took into consideration actuarial estimates of projected death and surrender benefit payments, lapses, expenses, investment returns, and a contribution to Our surplus.
The Frequency of Your Payments
You pay premiums under the Policy for 12 years. Premium payments are due on or before the due dates at Our Administrative Office. If You pay early, We will place Your premium payment in Our General Account and, on the day that it is due, We will allocate the premium to the Subaccount(s) that You have selected.
If Your annual premium is $600 or more, You may choose to pay Your premiums on an installment basis - - i.e., on a semi-annual, quarterly or monthly basis. If You do not pay Your premiums on an annual basis, You will be subject to an additional premium charge to pay in installments. As a result, Your premium amounts will be higher, but the net amount allocated to Subaccounts will not increase by the amount the premium increases.
If You select to pay premiums monthly, You will pre-authorize Us to electronically deduct premiums from Your bank account (“Lifeline”). We are not liable for any bank charges You may incur if You fail to maintain a sufficient balance in Your bank account to pay the premiums. To change the frequency of Your premium payment, You must notify Us prior to Your next premium due date, which coincides with the new frequency premium due date. We will then recompute Your premium amount and bill You accordingly.
Automatic Premium Loans to Pay Premiums
You may elect in a written request to Our Administrative Office to have the premium paid by an automatic loan against the Policy. Under the automatic premium loan provision, any premium not paid before the end of the grace period (31 days after a missed premium due date) is paid by an automatic loan against the Policy.
You may elect the automatic loan provision only if Your premium is not in default and the resulting Policy loan and loan interest to the next premium due dates do not exceed the maximum loan value of Your Policy (see “Policy Loans”). You may revoke the automatic premium loan provision at any time by written request. The revocation is effective when We receive it at Our Administrative Office.
ALLOCATION OF NET PREMIUMS TO INVESTMENT OPTIONS
When You purchase a Policy, You select the percentage of the net premium (premium less deductions) (see “Charges And Expenses”) to allocate among the Subaccounts of Separate Account B. However, You must allocate at least 10% of the net premium to each Subaccount You select. Subsequent premiums will be allocated according to this allocation unless You request a reallocation of the assets attributable to Your Policy. The net premium is credited to Your Policy on the Policy’s issue date and on each premium due date thereafter, whether or not You have paid a premium by its due date. Your net premiums buy units of the Subaccounts and not shares of the Funds in which the Subaccounts invest.
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The net amount which is invested in the Subaccounts You select will generally increase over time, as charges and expenses decline. Thus, as time goes by, more of Your premium will be invested. As an example, the following charts illustrate the amount We would allocate to the Subaccount(s) for a 25-year-old male (standard class) with a guaranteed minimum death benefit of $51,908 and a gross annual premium of $1,200 over 12 years:
Reallocating Your Cash Value among Subaccounts
Subject to the limits discussed below, You may reallocate the percentage allocations among the Subaccounts by providing Us with written notice of Your request or by calling (800) 832-7783. You may reallocate the percentage allocations among the Subaccounts twice each Policy year. You may make reallocations only if:
| ● | You allocate the Cash Value to no more than five of the Subaccounts, and |
| ● | the allocation to any one Subaccount is not less than 10% of the Cash Value. |
You may reallocate the percentage allocations among the Subaccounts as described above by telephone by calling (800) 832-7783. You will be required to provide certain information for identification purposes when requesting a transaction by telephone and We may record Your telephone call. We may also require written confirmation of Your request.
We will not be liable for losses resulting from telephone requests that We believe are genuine. We reserve the right to revoke or limit Your telephone transaction privileges at any time without revoking or limiting all owners’ telephone transaction privileges. Telephone privileges may be denied to market timers and frequent or disruptive traders.
We cannot guarantee that telephone transactions will always be available. For example, there may be interruptions in service beyond Our control such as weather-related emergencies.
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What Are Our Policies on Frequent Reallocations Among Subaccounts?
The Policy is designed for long-term investment purposes. It is not intended to provide a vehicle for frequent trading or market timing.
We therefore limit reallocations to two per Policy year. We apply this limitation uniformly to all Policies.
We monitor Subaccount reallocations in an effort to prevent Policyowners from exceeding the annual limit on reallocations. We cannot guarantee that Our monitoring efforts will be effective in identifying or preventing all market timing or frequent trading activity in the Subaccounts.
We will only accept a transaction request that is in writing or made by telephone, and that complies with Our requirements. We will not accept transaction requests by any other means, including, but not limited to, facsimile or e-mail.
As described in the Fund prospectuses, the Funds have policies and procedures to detect and prevent frequent trading and to reject, without any prior notice, any purchase or exchange transaction if the Funds believe that the transaction is part of a market timing strategy. In order to protect Policyowners and to comply with the underlying Funds’ policies, We have agreed to honor instructions from the Funds to restrict or prohibit further purchases or transfers of shares by any Policyowner that has been identified by the Funds as having violated its market timing policies. Accordingly, We may be required to reject any reallocation request, without any prior notice, that is determined by the Funds to be part of a market timing strategy.
What Are the Risks to Policyowners of Frequent Reallocations?
To the extent that Our policies are not successful in detecting and preventing frequent trading in the Subaccounts, frequent trading may: (a) interfere with the efficient management of the underlying Funds by, among other things, causing the underlying Funds to hold extra cash or to sell securities to meet redemptions; (b) increase portfolio turnover, brokerage expenses, and administrative costs; and (c) harm the performance of the Funds, particularly for long-term shareholders who do not engage in frequent trading. These risks may in turn adversely affect Policyowners who invest in the Funds through Our Subaccounts.
In the case of the Subaccounts that invest indirectly in high yield bonds and stocks of small and/or mid-sized companies, the risk of frequent trading includes the risk that investors may attempt to take advantage of the fact that these securities may trade infrequently and therefore their prices may be slow to react to information. This could cause dilution in the value of the shares held by other shareholders.
In the case of the Subaccounts that invest indirectly in foreign securities, the risks of frequent trading include the risk of time zone arbitrage. Time zone arbitrage occurs when shareholders attempt to take advantage of the fact that the valuation of foreign securities held by a Fund may not reflect information or events that have occurred after the close of the foreign markets on which such securities principally trade but before the close of the New York Stock Exchange (“NYSE”). This could cause dilution in the value of the shares held by other shareholders.
The death benefit is the amount We pay to the named beneficiary at the death of the person whom You name as the Insured. The standard death benefit is the sum of the guaranteed minimum death benefit plus, if positive, a variable insurance amount that is based upon the performance of the Subaccounts that You have selected. We will also increase the death benefit to reflect any premium You have paid that applies to a period of time after the Insured’s death. We reduce the death benefit to reflect (1) any outstanding Policy loan and loan interest, (2) any unpaid premium that applies to a period before the Insured’s death and (3) partial surrenders. The death benefit is reduced pro rata for partial surrenders, as discussed later. The reduction may be greater than the amount withdrawn. If You own an optional insurance rider under the Policy, an additional amount may be payable with the standard death benefit. See “Optional Insurance Riders.”
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Generally, We pay the death benefit within seven days after We receive all claim requirements in a form satisfactory to Us at Our Administrative Office. If no settlement option is elected, We pay interest on death benefit proceeds from the date of death until We pay the death benefit. The interest rate is guaranteed to be at least 2.5%.
There are several settlement options available, as discussed later. The Policyowner may reserve the right to change any selected settlement option prior to the Insured’s death. At the Insured’s death, if the Policyowner did not make an election, the beneficiary may apply the proceeds to one of the settlement options. We must receive an election of, or a change to, a settlement option in writing at Our Administrative Office in a form acceptable to Us.
The Face Amount – the Guaranteed Minimum Death Benefit
We guarantee that the death benefit on Your Policy will never be less than the Policy’s Face Amount, which is the guaranteed minimum death benefit (reduced for loans, loan interest and partial surrenders). During the first Policy year, the death benefit is equal to the guaranteed minimum death benefit. Thereafter, We determine the death benefit on each Policy anniversary for the next Policy year by adjusting the death benefit by the change in the variable insurance amount on the Policy anniversary. This is the death benefit payable if the Insured dies during the following Policy year. In the event of a loan or partial surrender, the Face Amount is reduced (see “Policy Loans” and “Policy Surrenders” for more information). Reductions due to partial surrenders may be greater than the amount withdrawn.
We allocate assets to Our General Account to accumulate as a reserve for the contingency that the Insured will die when the guaranteed minimum death benefit exceeds the death benefit payable without such guarantee.
The Variable Insurance Amount
The variable insurance amount is based upon the investment results of the Subaccounts that You have selected.
We set the variable insurance amount on each Policy anniversary and do not change it until the next Policy anniversary.
During the first Policy year, the variable insurance amount is zero. On the first Policy anniversary, and on each anniversary thereafter, We determine the change in Your variable insurance amount by comparing the “actual net investment return rate” of Your Subaccounts (as defined below) with an assumed investment return of 4%, which We call the “assumed interest rate.” The actual net investment return rate reflects the gross return on the underlying investments of Your Subaccounts less Fund expenses and mortality and expense risk charges.
Your variable insurance amount does not change if the actual investment return rate is exactly equal to the assumed interest rate. Your variable insurance amount increases if the actual net investment return rate is greater than the assumed interest rate and decreases if the actual net investment return rate is less than the assumed interest rate. We set the variable insurance amount on each Policy anniversary and do not change it until the next Policy anniversary.
The amount by which Your variable insurance amount will increase or decrease during any Policy Year is determined by dividing the Excess Investment Return for a Policy year by the applicable net single premium rate that is specified in Your Policy.
The Excess Investment Return for a Policy Year is equal to the Total Benefit Base on the anniversary (the sum of all values in Your subaccounts and Your outstanding loan balance) less the assumed benefit base on the anniversary (the Total Benefit Base at the beginning of the Policy Year increased by any net premiums received and increased by the 4% Assumed Interest Rate to the end of the Policy Year).
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Your Policy includes a table of the applicable net single premium rates per $1.00 from ages 0 to 99. The net single premium increases as the Insured grows older, meaning that the Insured will receive less variable insurance per dollar of differential investment return as the Insured grows older. The net single premium will be lower for a Policy that We issue to a female than for a Policy that We issue to a male of the same age.
The variable insurance amount is calculated on a cumulative basis. This means that the amount reflects the accumulation of increases and decreases from past Policy years. The cumulative amount may be positive or negative, depending on the investment performance of the Subaccounts that You have selected. If the variable insurance amount is negative, the death benefit is the guaranteed minimum death benefit. In other words, the death benefit is never less than the guaranteed minimum death benefit.
Other Benefits Available Under the Policy
In addition to the standard death benefit associated with Your Policy, other standard and/or optional benefits may also be available to You. The following table summarizes information about those benefits. Information about the fees associated with each benefit included in the table may be found in the Fee Table.
The availability of Policy benefits may vary depending on the broker-dealer through which Your Policy was purchased. See Appendix B: Financial Intermediary Variations.
| Name of Benefit | Purpose | Is Benefit Standard or |
Brief Description of Restrictions/Limitations |
| Policy loan | Loan feature allows You to take loans, using Policy value as collateral | Standard | ● We deduct the amount of any outstanding loans plus any accrued loan interest before We calculate the death benefit and Cash Value. ● Amounts taken as a Policy loan: (a) do not participate in the performance of the variable investment options; (b) reduce the Policy value, cash surrender value and death benefit; (c) increase the risk of lapse; and (d) may have tax consequences.
|
Accidental Death Benefit Rider
(no longer offered)
|
Pays additional death benefit if insured dies from accidental bodily injury | Optional | ● Rider can be elected only on the Policy issue date. ● Issue age must be 60 or Younger. ● The benefit issued may not exceed $200,000 less all of the Insured’s accidental death benefit coverage from all other insurance companies. ● Death must occur before Policy anniversary when the Policy Insured attains age 70.
|
Waiver of Premium Rider
(no longer offered)
|
Waives Policy premium if insured is totally disabled | Optional | ● Rider can be elected only on the Policy issue date. ● Issue age must be between 15 and 55. ● Disability must commence before Policy anniversary when the Policy Insured attains age 60. ● Does not guarantee that the Policy will not lapse
|
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| Name of Benefit | Purpose |
Is Benefit Standard or |
Brief Description of Restrictions/Limitations |
|
12 Year Level Term Insurance Rider
(no longer offered) |
Allows You to purchase additional term insurance protection | Optional |
● Rider can be elected only on the Policy issue date. ● Not available to non-standard underwriting class. ● Issue age must be between 18 and 58. ● Conversion rights expire on the Policy Anniversary when the Policy Insured attains age 65. |
Determining Your Cash Value
There is no minimum guaranteed Cash Value. The Cash Value varies daily and on any day within the Policy Year equals the Cash Value as of the end of the prior Policy Year, plus the net premiums that You have paid since that date, plus the actual net investment return of the Subaccounts You have selected, plus the interest credited to Policy loans if You have any outstanding loans, adjusted for the cost of insurance protection and surrenders. The Policy offers the possibility of increased Cash Value due to good investment performance and decreased Cash Value due to poor investment performance. You bear all of the investment risks.
Deduction of Cost of Insurance Protection from Cash Value
Your Cash Value reflects a charge for the cost of insurance protection. We issue variable life insurance policies to (1) persons with standard mortality risks and (2) persons with higher mortality risks, as Our underwriting rules permit. We charge a higher gross premium for the person with the higher mortality risk.
We guarantee that the cost of insurance rates will not be higher than rates based on the 1980 Commissioners’ Standard Ordinary Mortality Table, which We use to compute the cost of insurance protection for each Policy. For mortality rates for extended term insurance, We use the Commissioners’ 1980 Extended Term Table. For Policies issued prior to 1989, We use the 1958 Commissioners’ Standard Ordinary Mortality Table to compute the cost of insurance protection for each Policy and the Commissioners’ 1958 Extended Term Table for mortality rates for extended term insurance.
In all cases, We base the cost of insurance protection on the net amount of insurance at risk (the Policy’s guaranteed minimum death benefit, plus the variable insurance amount, minus the Cash Value) and the person’s sex and attained age. The cost of insurance protection generally increases each year because the probability of death increases as a person’s age increases. The net amount of insurance at risk may decrease or increase each year depending on the investment experience of the Subaccount(s) that You have selected.
You may fully surrender the Policy for its Surrender Value (Cash Value less any outstanding Policy loans and loan interest) at any time while the Insured is living. The amount payable will be the Cash Value that We next compute after We receive the surrender request at Our Administrative Office in good order. If You request a full surrender, it will be effective on the Business Day that We receive both the Policy and a written request in a form acceptable to Us.
You may partially surrender Your Policy on any Policy anniversary. We permit a partial surrender only if You (1) have no outstanding Policy loan and (2) have no overdue premiums. In addition, Your premiums after the partial surrender must still meet the Policy’s minimum annual premium requirement. A partial surrender will be effective only if We receive all requirements for a partial surrender at Our Administrative Office on or before the Policy anniversary. The partial surrender will be effective on the Policy anniversary.
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When You make a partial surrender, the guaranteed minimum death benefit, variable insurance amount, death benefit, and Cash Value for the Policy will each be reduced in the same proportion as the partial surrender relates to the Surrender Value. The premium will also be reduced. We will pay the portion of the Cash Value of the original Policy that exceeds the Cash Value of the reduced Policy to You as a partial surrender. We will allocate the Cash Value of the reduced Policy among the Subaccounts in the same proportion as the allocation of the Cash Value of the original Policy.
We will usually pay the Surrender Value within seven days. However, We may delay payment:
| (1) | if a recent payment that You made by check has not yet cleared the bank (We will not wait more than 15 days for a check to clear), or |
| (2) | during any period: |
| ● | the New York Stock Exchange (“NYSE”) is closed other than customary weekend and holiday closings, |
| ● | trading on the NYSE, as determined by the SEC, is restricted, |
| ● | an emergency, as determined by the SEC, exists as a result of which disposal of the Separate Account’s securities is not reasonably practicable or it is not reasonably practicable to determine the value of the Separate Account’s net assets, or |
| ● | the SEC may by order permit for the protection of security holders. |
If, during any period identified in (2) above, We delay payment of the Surrender Value beyond 30 days from the date that We have received all necessary forms, We will pay interest from the effective date of the surrender. The interest rate paid will be at least 3%.
While We do not assess a charge for full or partial surrenders, You should be aware that any surrender will have tax consequences and that a partial surrender within the first seven years may convert the Policy into a MEC. See “FEDERAL TAX INFORMATION.” We may deduct withholding taxes from the Surrender Value.
Policy Loans
You may borrow up to 75% of the Cash Value during the first three Policy years, or 90% of the Cash Value after the first three Policy years, if You assign Your Policy to Us as sole security. We charge daily interest on the outstanding loan amount at an effective annual rate of 6% compounded on each Policy anniversary. In general if We approve the loan, We send the loan amount within seven days of receipt of the request. We will not permit a new loan unless it is at least $100 or You use it to pay premiums. You may repay all or a portion of any loan and accrued interest at any time while the Insured is living and the Policy is in force.
When You take out a loan, We transfer a portion of the Cash Value equal to the loan from the Subaccount(s) that You have selected to Our General Account. We charge the loan to each Subaccount in the proportion which the value of each Subaccount bears to the Cash Value of the Policy as of the date of the loan. While the loan is unpaid, We credit You into Your chosen Subaccount(s) interest at the effective annual rate of 4% for the amount maintained in the General Account. As a result, the net interest rate as a cost to You is 2%.
A Policy loan does not affect the amount of the premiums due. A Policy loan does, however, reduce the death benefit and Cash Value by the amount of the loan. A Policy loan may also permanently affect the variable insurance amount and the Cash Value, whether or not You repay the loan in whole or in part. This occurs because We will not credit net investment return that the Subaccount(s) earn to the amount that We maintain in the General Account during the period that the loan is outstanding. Instead, We credit the amount in the General Account at the assumed interest rate of 4%, in accordance with the tabular Cash Value calculations that We have filed with the state insurance departments.
Even if it is repaid, a Policy loan will have a negative impact on the variable insurance amount and the Cash Value if the actual investment returns of the Subaccounts You have selected exceed the assumed investment return of 4%. The longer the loan is outstanding, the greater the impact is likely to be.
If You do not pay the loan and interest when it is due on each Policy anniversary, We will increase Your loan by the amount of any unpaid interest, and We will transfer an equivalent amount of Cash Value from the Subaccount(s) to the General Account. We will credit loan repayments to each Subaccount in proportion to Your allocation to each Subaccount.
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We subtract the amount of any outstanding loan plus interest from any death benefit or any Cash Value that We pay. If Your outstanding loan with accrued interest ever equals or exceeds the Cash Value, the Policy lapses and We will mail notice of such event to You and any assignee at the assignee’s last known address. The Policy terminates 31 days after We mail such notice. This may be a taxable event. The Policy does not terminate if You make the required repayment within that 31 day period.
While the receipt of the principal of a Policy loan is generally not taxable, it may be taxable if the loan is outstanding when the Policy is surrendered, exchanged, lapsed or converted to continued insurance, or the Policy has been converted into a MEC. A Policy loan may also cause a Policy to terminate if the Cash Value of the Policy falls below the total amount borrowed due to fluctuation in the values of the Subaccounts selected or other factors. In such case, the entire amount of the loan is immediately taxable to the extent it exceeds Your basis in the Policy. You should, therefore, consult with a qualified tax adviser before taking Policy loans.
You or Your beneficiary may elect to apply all or a portion of the proceeds of a surrender or death benefit payment, as applicable, under any one of the following fixed benefit settlement options rather than receive a single payment of Policy proceeds. However, the Policy proceeds must be at least $1,000 and the settlement option chosen must result in a minimum annual payment of $50. The amount of the payment under life income options will depend on the age and sex of the person whose life determines the duration of payments. Federal tax consequences may vary depending on the settlement option chosen. The options are as follows:
Proceeds Left at Interest - Proceeds left with Us to accumulate, with interest payable at a rate of 2.5% per year, which may be increased by additional interest.
Payment of a Designated Amount - Payments in installments until proceeds applied under the option and interest on unpaid balance at a rate of 2.5% per year and any additional interest are exhausted.
Payment for a Designated Number of Years - Payments in installments for up to 25 years, including interest at a rate of 2.5% per year. Payments may increase by additional interest, which We would pay at the end of each installment year.
Life Income, Guaranteed Period - Payments guaranteed for 10 or 20 years, as You elect, and for life thereafter. During the guaranteed period of 10 or 20 years, the payments may be increased by additional interest, which We would pay at the end of each installment year.
Life Income, Guaranteed Return - The sum of the payments made and any payments due at the death of the person on whose life the payments are based, never to be less than the proceeds applied.
Life Income Only - Payments made only while the person on whose life the payments are based is alive. If the person on whose life the payments are based dies before any life payments are made, then no payments will be made.
Please note the optional insurance riders are no longer available for election.
The following optional insurance provisions may have been included in a Policy in states where available. If You wished to elect one or more of these riders, You must have done so at the time Your Policy was issued. Riders are subject to the payment of an additional premium, certain age and insurance underwriting requirements, and the restrictions and limitations that apply to the Policy, as described above. The summaries below are not complete. Additional terms and conditions are set out in the form of each rider. You may obtain additional information in this regard from Your sales representative.
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Accidental Death Benefit
You may have elected to obtain an accidental death benefit rider if the Policy Insured’s issue age is 0 to 60. The rider provides for an additional fixed amount of death benefit in the event the Policy Insured dies from accidental bodily injury while the Policy is in force and before the Policy anniversary when the Policy Insured attains age 70. The amount of the benefit is equal to the Face Amount of the Policy, but cannot exceed an amount equal to $200,000 minus the sum of the Policy Insured’s accidental death benefit coverage in all other insurance companies.
For example, if the Insured dies from accidental bodily injury when the Insured is age 69 and does not have accidental death benefit coverage from any other insurance company, then the additional death benefit of the Face Amount, but no more than $200,000, would be paid. However, if the insured had accidental death benefit coverage of $50,000 from another insurance company, then the additional death benefit of the Face Amount, but no more than $150,000, would be paid.
12 Year Level Term Rider
You may have elected to obtain a 12 year level term insurance rider where the Policy Insured is age 18 to 58 for an amount equal to (1) the Policy face amount or (2) two times the Policy face amount or (3) three times the Policy face amount. The rider is not available to the non-standard underwriting class. The rider is convertible, without evidence of insurability, to a new Policy or other permanent plan of insurance. The amount of the insurance under the new Policy may be any amount up to the face amount of the rider. The conversion may occur at any time during the 12 years of rider coverage, but not later than the Policy anniversary when the Policy Insured reaches age 65.
For example, if the Policy Insured purchases a 12 year level term insurance for an amount equal to two times the Policy Face Amount, if the Policy Insured dies during the first 12 Policy Years, the Beneficiary will be paid two times the Policy Face Amount in addition to the death benefit provided by the Policy.
Waiver of Premium
You may have chosen to obtain a waiver of premium rider where the Policy Insured’s issue age is 15 to 55. Under the rider, We will waive all premiums falling due after the date of commencement of the disability and for as long as the disability continues. Disability, for this purpose, means a total disability of the Insured which continues for at least six months. Total disability means that the Policy Insured must be unable to engage for remuneration or profit in any occupation for which he or she is or could be suited by reason of education, training or experience. Being a student is considered engaging in an occupation. The waiver of premium only applies to disabilities that commence before the Policy anniversary when the Policy Insured reaches age 60. The waiver of premium rider does not guarantee that Your Policy will not lapse. If Your loan balance exceeds the Cash Value, Your Policy may lapse.
For example, if the Policy Insured becomes totally disabled at age 45, all premiums will be waived so long as the total disability continues. If the Policy Insured is no longer disabled, premium payments must resume.
Age and Sex
If You have misstated the age or sex of the Insured, the benefits available under the Policy are those that the premiums paid would have purchased for the correct age and sex.
Assignment
You may transfer ownership of Your Policy from yourself to someone else. However, the assignment is not binding on Us, unless it is in writing and filed with Us at Our Administrative Office. We assume no responsibility for the validity or sufficiency of any assignment. Unless otherwise provided in the assignment, the interest of any revocable beneficiary is subordinate to the interest of any assignee, regardless of when You made the assignment. The assignee receives any sum payable to the extent of his or her interest.
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Beneficiary
This is the person You designate in the Policy to receive death benefits upon the death of the Insured. You may change this designation, during the Insured’s lifetime, by filing a written request with Our Administrative Office in a form acceptable to Us.
Right to Examine
You have a period of time to review Your Policy and cancel it for a return of premiums paid. The duration and terms of the “right to examine” period vary by state, and are stated on the cover of Your Policy. At a minimum, You can cancel Your Policy at any time within 45 days of completing Part I of the application or within 10 days after You receive Your Policy. You must return Your Policy along with a written request for cancellation to Us at Our Administrative Office.
Default and Options on Default
A premium is in default if You do not pay it on or before its due date. There is a grace period of 31 days after the due date during which the insurance continues in force. If the Insured dies during the grace period, We deduct from the death benefit the portion of the premium applicable to the period from the premium due date to the end of the Policy month in which death occurs.
If You have elected the automatic premium loan provision, and You do not pay a premium by its due date, the premium will automatically be borrowed from the Cash Value of the Policy. If You have not elected the automatic premium loan provision and You do not surrender a Policy within 60 days after the date of default, We apply the Policy’s Cash Value minus any loan and interest to purchase continued insurance.
You may choose either extended-term insurance or reduced paid-up whole life insurance for the continued insurance. If the Insured is rated as standard class, You automatically have the extended-term insurance if You make no choice. If We rated the Policy for extra mortality risks, You automatically receive the reduced paid-up whole life insurance option. Both options are for fixed life insurance, and neither option requires the further payment of premiums.
The extended term insurance option provides a fixed and level amount of term insurance equal to the death benefit (minus any indebtedness) as of the date the option becomes effective. The insurance coverage under this option continues for as long a period as the Surrender Value on such date purchases.
The reduced paid-up whole life insurance option provides a fixed and level amount of paid-up whole life insurance. The amount of coverage is the amount that the Surrender Value purchases on the date the option becomes effective.
You may surrender a Policy continued under either option for its Cash Value while the Insured is living. You may take a loan under the reduced paid-up whole life insurance option, but not under the extended term insurance option.
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For example, for a male issue age 25, and assuming 0% and 12% hypothetical gross annual investment returns, if default insurance option became effective at the end of Policy year 5, the fixed insurance coverage under these Policies would be as follows:
| 0% | 12% | |||||||
| Cash Value of the Policy | $ | 3,992 | $ | 5,535 | ||||
| Reduced Paid-up Whole Life Insurance | $ | 18,406 for life | $ | 25,521 for life | ||||
| Extended Term Insurance | $ | 51,908 for 25 years | $ | 55,994 for 29 years | ||||
Exchange Privilege
The exchange privilege allows You to exchange the Policy for a permanent fixed life insurance policy that We issue on the Insured’s life. The exchange privilege is available:
| ● | within the first 18 months after the Policy’s issue date, if You have duly paid all premiums, or |
| ● | if any Fund changes its investment adviser or makes a material change in its investment objectives or restrictions. |
You do not need to provide evidence of insurability to exercise this privilege. The new policy has a level face amount equal to the face amount of the Policy. It also has the same benefit riders, issue date, and risk classification for the Insured as the Policy does. We base premiums for the new policy on the premium rates for the new policy that were in effect on the Policy issue date. You may elect either a continuous-premium policy or a limited-payment policy for Your exchanged policy.
In some cases, We may adjust the Cash Value on exchange. The adjustment equals the Policy’s Surrender Value minus the new policy’s tabular Cash Value. If the result is positive, We pay that amount to You. If the result is negative, You pay that amount to Us. We will determine the amount of a cash adjustment as of the date We receive the Policy and written request at Our Administrative Office.
Grace Period
With the exception of the first premium, We allow a grace period of 31 days for payment of each premium after it is due. The Policy continues in force during the grace period unless You surrender it.
Incontestability
Except for nonpayment of premiums, We do not contest the validity of the Policy and its riders after it has been in force during the lifetime of the Insured for two years from the date of issue.
Changes to the Policy
We have the right to change the terms of the Policy without Your consent where necessary to comply with applicable law.
State Variations
Where required by state law, there may be variations in the Policy which are covered by a special form of the Policy for Your state. Your Policy, as a result, may differ from those described in this prospectus. You should refer to Your Policy and any applicable riders for terms that are specific to Your characteristics.
Payment and Deferment
We will usually pay the death benefit, Surrender Value, or loan proceeds within seven days after We receive all documents required for such payments. However, We may delay payment (1) if a recent payment by check has not yet cleared the bank, or (2) during any period: (i) the New York Stock Exchange (“NYSE”) is closed other than customary weekend and holiday closings, (ii) trading on the NYSE, as determined by the SEC, is restricted, (iii) an emergency, as determined by the SEC, exists as a result of which disposal of the Separate Account’s securities is not reasonably practicable or it is not reasonably practicable to determine the value of the Separate Account’s net assets, or (iv) the SEC may by order permit for the protection of security holders.
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Under a Policy continued as paid-up or extended term insurance, We may defer the payment of the Surrender Value or loan proceeds for up to six months. If We postpone the payment more than 30 days, We will pay interest at a rate of not less than 3% per year on the Surrender Value. We will pay the interest from the date of surrender to the date We make payment.
Payment of Dividends
The Policies do not provide for dividend payments. Therefore, they are “non-participating” in the earnings of NNY.
Policy Years and Anniversaries
We measure Policy years and anniversaries from the date of issue of the Policy, which will generally be the date on which We approve the application. The date of issue may be backdated on Your request to save age. However, the date of issue cannot be earlier than either: (1) the date You sign the application or (2) a date 15 days before the date on which We approve the application. Each Policy year will commence on the anniversary of the date of issue.
You may request reinstatement of a Policy that You did not surrender for its Cash Value within five years from the date of default, in accordance with the Policy. To reinstate, You must present evidence of insurability acceptable to Us, and You must pay to Us the greater of:
| (1) | all premiums from the date of default with interest to the date of reinstatement, plus any Policy debt (plus interest to the date of reinstatement) in effect when You continued the Policy as reduced paid-up insurance or extended term insurance; or |
| (2) | 110% of the increase in Cash Value resulting from reinstatement. |
To reinstate, You must also pay Us any Policy debt that arose after the continuation of the Policy as reduced paid-up insurance. We calculate interest on any such debt at the rate of 6% per year compounded annually.
Suicide
If the Insured commits suicide within two years from the Policy’s date of issue, Our liability under the Policy is limited to all premiums paid less any indebtedness.
Valuation of Assets
We determine the unit value for each Subaccount at the regularly scheduled close (“close of business”) of the NYSE (normally 4:00 P.M., Eastern Time), on each day the NYSE is open for regular trading (“Business Day”). The NYSE is closed on most national holidays and Good Friday. We value shares of each Fund at the net asset value per share as determined by the Fund. Each Fund determines the net asset value of its shares as described in the Fund’s prospectus.
Processing Transactions
Generally, Your transaction requests (such as loan repayments or reallocation requests) will be processed based on the Subaccount unit values computed as of the Business Day We receive them at Our Administrative Office in Good Order (i.e., in form and substance acceptable to Us), if We receive them before the close of business on that day (normally, 4:00 P.M., Eastern Time). If Your transaction request is received at Our Administrative Office in Good Order after the close of a Business Day or on a non-Business Day, it will be deemed received and processed based on the unit values computed as of the next Business Day. To meet Our requirements for processing transactions, We may require that You use Our forms.
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We describe below the fees and charges that You are required to pay to purchase and maintain the Policy. We guarantee that once You have purchased Your Policy, We will not increase the amount of Your premium payments, the charges that We deduct from Your premiums, or the charges that We deduct from Your Subaccount(s) for mortality and expense risks.
Transaction Fees
We deduct from Your premiums the fees and charges listed below. The resulting net premium amount is allocated to the Subaccount(s) that You have selected.
Sales Charge. We impose a sales charge on each annual premium for Our sales expenses. The charge does not correspond to Our actual sales expenses for any particular year. The sales charge is a percentage of the actual annual premium payment. The percentage declines based upon the following schedule:
| Years | Maximum Percentages | |||
| 1 | 30 | % | ||
| 2-4 | 10 | % | ||
| 5 and later | 6 | % | ||
Premium Tax Charge. This charge is 2% of the premium to cover the costs We expect to incur in paying premium taxes for all policies and administrative expenses related to certain other state filings. Premium taxes vary from state to state and currently range up to 4%. We impose this charge regardless of the premium tax rate in effect in any state.
First Year Charge. We impose a charge in the first Policy year which is an addition to other applicable fees and charges at the rate of $5 per $1,000 of the guaranteed minimum death benefit for Our administrative expenses in issuing the Policy, including expenses for (1) medical examinations, (2) insurance underwriting costs, and (3) processing applications and establishing permanent Policy records. If You pay Your annual premium in multiple payments, this charge will be deducted from Your payments on a pro rata basis.
Annual Administrative Charge. We annually impose on a standard class Policy a $30 annual charge for Our administrative expenses including (1) premium billing and collection, (2) recordkeeping, (3) processing benefit claims, (4) cash surrenders, (5) Policy changes, and (6) reporting and other communications to Policyowners. If You do not meet Our standard coverage requirements, this annual charge is $45.
Risk Charge. We impose a risk charge of 1.5% of the premium. The charge is intended to partially cover Our guarantee that the death benefit will always at least equal the guaranteed minimum death benefit.
Installment Payment Premium.
When You pay premiums on other than an annual basis, the premium amount for a Policy year will increase to compensate for Our loss of interest and additional billing and collection expenses. A portion of this premium increase is credited under Your Policy to Your selected Subaccounts so that We can match Our assumptions about Your premiums to provide the guaranteed minimum death benefit of Your death benefit. Your premiums will increase according to the following schedule:
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Increased Premiums for Installment Payment of Premiums (as a percentage of an annual payment)
| Payment Frequency | Increase in Premium |
|||
| Annual | 0 | % | ||
| Semi-annual | 2 | % | ||
| Quarterly | 4 | % | ||
| Pre-authorized monthly | 5.96 | % | ||
Optional Insurance Rider Premiums.
If You choose any optional insurance riders, We will increase Your premiums by the amount associated with the rider’s costs to You. Premium charges applicable to Your Policy for optional riders will be indicated in Your Policy.
Our current minimum and maximum premium rates, as well as the rate for Our representative Policyowner, for each of the optional insurance riders are:
| Optional Rider | Premium per $1,000 face amount of Rider | |||
| Accidental Death | Minimum: $1.75 | |||
| Maximum: $2.63 | ||||
| 12 Year Level Term without Waiver of premium | Minimum: $0.68 | |||
| Maximum: $16.39 | ||||
| 12 Year Level Term with Waiver of premium | Minimum: $0.83 | |||
| Maximum: $12.70 | ||||
| Waiver of premium | Minimum: $0.04 | |||
| Maximum: $6.00 | ||||
The amount of the added premium for a rider is determined by the applicable age, sex and underwriting classification. The above premiums may not be representative of the premium You will actually pay.
Periodic Charges Deducted From The Subaccount Value
Cost of Insurance Protection
We deduct a charge from the Subaccount assets attributable to Your Policy for the cost of insurance protection. This amount is determined by the insurance rates applicable to Your Policy based upon Your age, sex and the net amount of insurance that is at risk. (See “Deduction of Cost of Insurance Protection from Cash Value”).
Your premium will also reflect Your mortality rating. In short, Your premium will be higher if You are rated as having a higher than average mortality risk. Our current minimum and maximum cost of insurance rates, as well as the rate for Our representative Policyowner, based on the net amount at risk are:
| ● | minimum: $0.68 per $1,000; |
| ● | maximum: $14.38 per $1,000; |
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Mortality and Expense Risks Charge
We deduct from the Subaccount assets attributable to Your Policy a daily charge for the mortality and expense risks that We assume. We compute the charge at an effective annual rate of 0.50% of the Subaccount assets attributable to Your Policy.
The mortality risk that We assume is that the person named as the Insured under the Policy will live for a shorter time than We have estimated and/or that the guaranteed minimum death benefit will be payable. The expense risk We assume is that the expenses We incur in issuing and administering the Policies will be greater than We have estimated.
Policy Loan Interest
If You have an outstanding Policy loan, We charge interest that accrues daily at an effective annual rate of 6% compounding on each Policy anniversary. The loan and loan interest are due on each Policy anniversary. If You do not pay the interest when it is due, it will be added to the loan amount and We will transfer an equivalent amount from the Subaccounts to the General Account.
The Policy loan interest rate is 6%. However, because We transfer from the Separate Account to Our General Account an amount equal to the amount of the loan, while the loan is unpaid, We credit You into Your chosen Subaccount(s) interest at an effective annual rate of 4% for the amount maintained in the General Account. As a result, the net interest rate as a cost to You is 2%.
Income Tax Charge
We do not expect to incur any federal income tax as the result of the net earnings or realized net capital gains of Separate Account B. However, if We did incur such tax, We reserve the right to charge the Separate Account for the amount of the tax. We may also impose charges for other applicable taxes attributable to the Separate Account.
Deductions from the Funds
Charges deducted from, and expenses paid out of, the assets of the Funds are described in the prospectuses for the Funds.
Annual fund expenses for all Funds are more fully described in the Fund prospectuses.
We begin to accrue and deduct all of the above charges and premiums on a Policy’s issue date.
The Policies are no longer offered for new sales, but existing Policyowners may continue to make premium payments. As such, the Policy is considered to be continuously offered by NNY and the Separate Account.
Prior to the acquisition of FLIAC by NNY, Foresters Financial Services, Inc., an affiliate of FLIAC, served as principal underwriter for the Policies. As a result of the acquisition of FLIAC by NNY, effective July 1, 2020, 1851 Securities, Inc., an affiliate of NNY due to common control, assumed the role of the principal underwriter for the Policies. 1851 also serves as principal underwriter for other variable insurance products issued by NNY and its affiliated companies. NNY or an affiliate thereof reimburses 1851 for expenses that 1851 incurs in distributing variable insurance products of NNY. 1851 does not receive or retain any fees imposed by NNY under variable insurance products issued by NNY; however, 1851 may receive 12b-1 fees or other payments from underlying funds or their affiliates.
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1851’s principal executive offices are located at One American Row, Hartford, CT 06103. 1851 is registered as a broker-dealer with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 (the “1934 Act”), as well as the securities commissions in the states in which it operates and is a member of the Financial Industry Regulatory Authority (“FINRA”).
1851 and NNY have entered into a selling agreement with Cetera Investment Services LLC (“Cetera”) to cover Cetera’s continued servicing of Policies held by Cetera customers. This agreement also covers Cetera’s sale and servicing of other variable annuity contracts and variable life insurance policies issued by NNY (including those contracts and policies assumed by NNY in connection with the Merger of FLIAC into NNY). Cetera is registered as a broker-dealer with the SEC under the 1934 Act and is a member of FINRA.
Compensation
Under Our agreement with Cetera, We generally pay compensation to Cetera in the form of commissions when a premium payment is made under a Policy. We pay commissions of 2.00% on premiums paid under the Policy. No other compensation is paid to Cetera with respect to any other Policyowner transactions under the Policy. We do not pay compensation to Cetera based on the value of Your Policy.
A portion of the compensation paid by NNY to Cetera is used by Cetera to pay commissions or other compensation to its registered representatives who service the Policy, depending on the agreement between Cetera and the registered representative. Such representatives act as appointed agents of NNY under applicable state insurance law and must be licensed to sell variable insurance products. Cetera or a registered representative may receive different compensation for selling or servicing one variable insurance product compared to another.
To the extent permitted by FINRA rules and otherwise applicable law overrides and promotional incentives or cash and non-cash payments (including training reimbursement or training expenses) also may be made to Cetera based on premium payments invested in the Policy. Additional payments may be made to Cetera that are not directly related to the investment of additional premium payments in the Policy, such as payments related to the recruitment and training of personnel, production of promotional literature and similar services.
The Policy assesses a front-end sales charge on premium payments, so You directly pay for sales and distribution expenses of NNY when You make a premium payment. You also indirectly pay for sales and distribution expenses of NNY through the overall charges and fees assessed under the Policy. For example, any profits NNY may realize through receiving the mortality and expense risk charge deducted under Your Policy may be used to pay for sales and distribution expenses. NNY may also pay for sales and distribution expenses out of any payments NNY or 1851 may receive for providing administrative, marketing and other support and services to the Funds. Currently, neither NNY nor 1851 receives such payments with respect to the Policies.
This section provides an overview of federal tax law as it pertains to the Policy. It assumes that the Policyowner is a natural person who is a U.S. citizen or U.S. resident. The tax law applicable to corporate taxpayers, non-U.S. citizens, and non-U.S. residents may be different. We do not discuss state or local taxes herein, except as noted. The tax laws described herein could change, possibly retroactively. The discussion is general in nature. We do not intend it as tax advice, for which You should consult a qualified tax adviser.
We believe that the Policy qualifies as a life insurance contract for federal income tax purposes because it meets the definition of a “life insurance contract” in Section 7702 of the Internal Revenue Code of 1986, as amended (“Code”).Under Section 7702, a Policy will generally be treated as life insurance for federal tax purposes if at all times it meets either a guideline premium test or a cash value accumulation test. We have designed Your Policy to comply with only the cash value accumulation test. The investments of each Subaccount also satisfy the investment diversification requirements of Section 817(h) of the Code. Consequently:
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| ● | the death benefit will, if and when paid, be excluded from the gross income of the beneficiary for federal income tax purposes; |
| ● | the growth of the cash value of the Policy, if any, that is attributable to the investments in the Subaccounts (known as the “inside build-up”) will not be subject to federal income tax, unless and until there is a full or partial surrender of the Policy; and, |
| ● | transfers among Subaccounts are not taxable events for purposes of federal income tax. |
The federal tax treatment of Policy surrenders and loans depends upon whether the Policy is a MEC under Section 7702A of the Code. A MEC is a contract that meets the definition of a “life insurance contract” but fails to meet the “seven-pay” test of Section 7702A(b). Under the seven-pay test, the total premiums paid cannot, at any time during the first seven years of a contract, exceed the total premiums that would have been paid by that time under a similar fixed-benefit life insurance contract designed to provide for paid-up future benefits after the payment of seven equal annual premiums.
The Policy offered by this prospectus has been designed so that it will not be a MEC at the time it is issued. However, under the MEC rules, a Policy may become a MEC after it has been issued if the Policyowner decreases the face amount, takes a partial surrender, terminates a rider, allows the Policy to lapse into extended term or reduced paid-up insurance, or makes any other material change to the Policy. If a Policy becomes a MEC, any Policy that is issued in exchange for it will also be a MEC. Furthermore, all MECs that are issued by Us to a Policyowner in any calendar year will be treated as one Policy under the MEC rules. Because MECs are taxed differently, You should consult with a qualified tax expert before making any change to Your Policy that might cause it to be treated as a MEC.
Policies that Are not MECs
If Your Policy is not a MEC, a total surrender of the Policy will subject You to federal income tax on the amount (if any) by which the cash Surrender Value exceeds Your basis in the Policy (premiums paid less previous distributions that were not taxable). If You elect to receive Your payment in installments, depending upon the option selected, You may be taxed on all or a portion of each installment until the income in the Policy has been paid; only after all Your basis in the Policy has been paid; or on a portion of each payment.
If You make a partial surrender after the first 15 Policy Years, the distribution will not be subject to federal income tax unless the amount of the partial surrender exceeds Your basis in the Policy. In other words, partial surrenders after 15 Policy Years will be treated as being from basis first and income second. During the first 15 Policy Years, the portion of the partial surrender that is subject to federal income tax will depend upon the ratio of Your death benefit to the cash value and the age of the Insured at the time of the surrender.
If Your Policy is not a MEC, Policy loans are not considered distributions and are not subject to current federal income tax as long as the Policy remains in force. Nor is the interest paid on such loans deductible for federal income tax purposes.
If You surrender or exchange Your Policy while a loan is outstanding, the amount of the loan will be treated as a distribution and may be taxable. Moreover, under certain circumstances, if You exchange Your Policy while a loan is outstanding, the amount of the loan may be taxed on an “income first” basis.
If the cash value of Your Policy falls below the aggregate amount of the loan balance as the result of the fluctuation in the value of the underlying Funds or for any other reason, the Policy may terminate (see “Cash Value”). In that case, all outstanding loans will be immediately taxable to the extent they exceed premiums paid. You should consult with a qualified tax expert before taking a policy loan.
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Policies that Are MECs
A Policy that is classified as a MEC continues to be a life insurance contract for purposes of the federal income tax treatment of the death benefit and inside build-up. However, distributions are treated differently. Distributions from a Policy that is classified as a MEC are taxed on an “income first” basis (that is, if a Policy is a MEC, generally distributions are taxed as earnings first, followed by a return of the Policy’s cost basis). If a Policy is a MEC, distributions include partial and full surrenders. Also, Policy loans from an MEC are treated as distributions and taxed accordingly. Furthermore, if a Policy becomes a MEC, distributions that occur prior to the date on which it became a MEC may also be subject to the MEC rules. Finally, subject to certain exceptions, taxable withdrawals that are made from a MEC prior to age 591⁄2 are subject to an additional 10% penalty.
Tax Withholding
Regardless of whether Your Policy is a MEC, whenever there is a taxable distribution from the Policy, the amount of any gain is subject to federal income tax withholding and reporting. We will not withhold income tax if You so request in writing before the payment date. However, in such event, You are subject to any potential tax penalties that may result from Our failure to withhold taxes.
Estate and Generation Skipping Taxes
Because of the complex nature of the federal tax law, We recommend that You consult with a qualified tax adviser about the estate tax implications associated with purchasing a Policy. The Code provides an exemption for federal estate tax purposes (indexed for inflation annually) that may apply in whole or in part depending on Your individual circumstances. An unlimited marital deduction may be available for assets left to a U.S. citizen spouse. The marital deduction defers estate and gift taxes until the death of the surviving spouse. Any unused exemption in one spouse’s estate will be available in most cases to the surviving spouse.
When the Insured dies, the death benefit payable under the Insured’s Policy will generally be included in the Insured’s estate for federal estate tax purposes if (1) the Insured and the Policyowner are the same or (2) the Insured held any “incident of ownership” in the Policy at the death or at any time within three years of death. An incident of ownership is, in general, any right that may be exercised by the Policyowner, such as the right to borrow from the Policy or to name a new beneficiary.
If a Policyowner (whether or not he or she is the Insured) transfers ownership of the Policy to another person, such transfer may be subject to federal gift tax. In addition, if a Policyowner transfers the Policy to someone two or more generations younger than the Policyowner, the transfer may be subject to the federal generation-skipping transfer tax (“GSTT”). Similarly, if the beneficiary is two or more generations younger than the Insured, the payment of the death benefit to the beneficiary may be subject to the GSTT. The Code provides an exemption to the GSTT (indexed for inflation annually) that may apply in whole or in part depending on Your individual circumstances.
Other Tax Issues
We are taxed as a “life insurance company” under the Code. We do not expect to incur any federal income tax as a result of the net earnings or realized net capital gains attributable to Separate Account B. Based on this expectation, no charge is currently assessed against Separate Account B for such tax. If We incur such tax in the future, We may assess a charge for such tax against Separate Account B. We may incur state and local taxes (in addition to premium taxes) attributable to Separate Account B in several states. At present, these taxes are not significant and We do not impose any charge for such taxes against Separate Account B. We may assess Separate Account B for such taxes in the future. If any charges for federal, state or local taxes are assessed against Separate Account B in the future, they could reduce the net investment performances of the Subaccounts.
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In order for a Policy to be treated as a life insurance contract for federal income tax purposes, the investments of each Subaccount to which premiums under the Policy are allocated must be “adequately diversified” in accordance with the Code and Treasury Department regulations. The investment advisers of the Funds monitor each Fund’s investment portfolio to ensure that the diversification requirements are met, because, for purposes thereof, a Fund’s assets are treated as if they are owned by each Subaccount that invests therein. If any Subaccount to which premiums under Your Policy are allocated failed to satisfy these requirements, Your Policy would not receive tax treatment as a life insurance contract for the period of the failure and any subsequent period. As a result, You could be currently taxed on the net earnings and net realized gains of the Subaccount(s) in which You were indirectly invested. This is a risk that is common to all variable life insurance policies.
Each of the Funds sells its shares not only to Separate Account B but also to other separate accounts which fund variable life insurance policies and variable annuity contracts. We do not anticipate any disadvantage resulting from this arrangement. However, it is possible that a material conflict of interest could arise between the interests of Policyowners and Contractowners which invested in the same Fund. If such a conflict were to arise, We would take whatever steps were necessary to protect the interests of Policyowners and Contractowners, including potentially substituting a different Fund for the Fund. It is also possible that the failure of one separate account to comply with the federal tax law requirements could cause all of the separate accounts to lose their tax-deferred status. This is a risk that is common to many variable life insurance policies and variable annuities.
Under certain circumstances, a Policyowner’s control of the investments of Separate Account B may cause the Policyowner, rather than Us, to be treated as the owner of the assets in Separate Account B for federal tax purposes, which would result in the current taxation of the net income and net realized gains on those assets to the Policyowner. Based upon existing Internal Revenue Service (“IRS”) guidance, We do not believe that the ownership rights of a Policyowner under the Policy would result in the Policyowner’s being treated as the owner of the assets of the Policy. However, We do not know whether additional guidance will be provided by the IRS on this issue and what standards may be contained in such guidance. Therefore, We reserve the right to modify the Policy as necessary to attempt to prevent a Policyowner from being considered the owner of a pro rata share of the assets of the Policy.
Because the Funds are not required to have annual shareholder meetings, Policyowners generally will not have an occasion to vote on matters that pertain to the Funds. In certain circumstances, one or more of the Funds may be required to hold a shareholders meeting or may choose to hold one voluntarily. For example, a Fund may not change fundamental investment policies without the approval of a majority vote of that Fund’s shareholders in accordance with the 1940 Act.
If a Fund holds a meeting at which shareholders are entitled to vote, Policyowners will have the opportunity to provide voting instructions for shares of the Fund held by a Subaccount in which their Policy invests. We will vote the shares at any such meeting as follows:
| ● | shares attributable to Policyowners for which We have received instructions, in accordance with the instructions; |
| ● | shares attributable to Policyowners for which We have not received instructions, in the same proportion that We voted shares held in the Subaccount for which We received instructions; and |
| ● | shares not attributable to Policyowners, in the same proportion that We have voted shares held in the Subaccount attributable to Policyowners for which We have received instructions. |
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We will vote Fund shares that We hold directly in the same proportion that We vote shares held by Policyholders in any corresponding Subaccounts that are attributable to Policyowners and for which We receive instructions. However, We will vote Our own shares as We deem appropriate where there are no shares held in any Subaccount. We will present all the shares of any Fund that We hold through a Subaccount or directly at any Fund shareholders meeting for purposes of determining a quorum. As a result of proportional voting, the votes cast by a small number of Policyowners may determine the outcome of a vote.
We will determine the number of Fund shares held in a corresponding Subaccount that is attributable to each Policyowner by dividing the value of the Subaccount by the net asset value of one Fund share. We will determine the number of votes that a Policyowner has the right to cast as of the record date established by the Funds.
We will solicit instructions by written communication before the date of the meeting at which votes will be cast. We will send meeting and other materials relating to the Fund to each Policyowner having a voting interest in a Subaccount.
The voting rights that We describe in this prospectus are created under applicable laws. If the laws eliminate the necessity to submit such matters for approval by persons having voting rights in separate accounts of insurance companies or restrict such voting rights, We reserve the right to proceed in accordance with any such changed laws or regulations. We specifically reserve the right to vote shares of any Fund in Our own right, to the extent permitted by law.
NASSAU LIFE (NNY) – LEGAL PROCEEDINGS
The Company is regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming the Company as a defendant ordinarily involves the Company’s businesses and operations. In certain of these matters, the plaintiffs are seeking large and/or indeterminate amounts, including punitive or exemplary damages. The Separate Account and the principal underwriter is not currently involved in any litigation or arbitration.
The Company periodically receives informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations related to the Company’s products and practices. It is the Company’s practice to cooperate fully in these matters.
It is not feasible to predict or determine the ultimate outcome of all litigation, arbitration, or regulatory proceedings or to provide reasonable ranges of potential losses. It is believed that the outcome of the litigation, arbitration, and regulatory matters are not likely, either individually or in the aggregate, to have a material adverse effect on the financial condition of the Company beyond the amounts already reported in the Company’s financial statements nor to have a material adverse effect on the principal underwriter. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation, arbitration and regulatory investigations, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on the results of operations or cash flows in particular quarterly or annual periods with respect to each of the Company and the principal underwriter.
California Lapse Litigation:
The Company is currently defending two putative class actions filed against Foresters Life and Annuity Insurance Company (“FLIAC”), which was merged into the Company effective July 8, 2020. Both cases allege FLIAC lapsed life insurance policies without fully complying with California Insurance Code §§ 10113.71 and 10113. 72 (the “Statutes”). The California Supreme Court held in McHugh v. Protective Life Insurance that the Statues applied to all life insurance policies issued and delivered in California, including those issued before the Statutes were enacted on January 1, 2013. The cases each purport to seek certification of a class comprised of all California policyowners whose policies lapsed without FLIAC first fully complying with the Statutes from January 1, 2013 through the present. As detailed below, neither case has resulted in a class being certified and both are currently proceeding as individual cases covering only the claims of the named plaintiffs.
Siino v. Foresters Life and Annuity Insurance Company: A putative class action was filed on April 28, 2020 against FLIAC. Plaintiff sought various forms of declaratory relief and asserted claims for breach of contract and violations of California’s Unfair Competition Law. On April 30, 2021, Plaintiff filed a motion for class certification. On January 12, 2022, the district court denied Plaintiff’s motion for class certification. Plaintiff filed a motion for partial summary judgment on her declaratory relief claim on December 8, 2022. On July 7, 2023, the district court entered an order granting in part and denying in part the requested relief. On August 11, 2023, Plaintiff requested dismissal of her remaining causes of action with prejudice, and requested final judgment in the case. The district court dismissed the remaining claims on August 14, 2023. FLIAC appealed the summary judgment decision to the United States Court of Appeals for the Ninth Circuit on September 12, 2023. Plaintiff filed a cross-appeal on September 18, 2023, challenging the district court’s denial of class certification, which it later voluntarily dismissed. Oral argument was heard on FLIAC’s appeal on January 14, 2025. The Ninth Circuit thereafter filed its Opinion on April 1, 2025. More specifically, the decision reversed in part the district court's grant of summary judgment as to the declaratory relief claim, holding that the district court abused its discretion when declaring Siino's policy remained “valid,” due to the lack of causal evidence in the record, and affirmed the district court's decision in part on as to other issues raised on appeal. Although the substantive issues in the litigation have now been resolved, the parties are awaiting a final judgment from the district court that is consistent with the Ninth Circuit's decision.
35
Velez v. Foresters Life and Annuity Insurance Company: A putative class action was filed in the Los Angeles County California Superior Court on October 27, 2022 against FLIAC. Plaintiff seeks declaratory relief and asserts claims under California’s Unfair Competition Law. FLIAC removed the case to the United States District Court for the Central District of California on December 9, 2022. On August 15, 2023, Plaintiffs filed their motion for class certification. Plaintiffs later voluntarily withdrew their motion for class certification on October 18, 2023. On April 1, 2024, the parties filed a joint stipulation to stay the case in light of the appeal to the United States Court of Appeals for the Ninth Circuit in Siino v. Foresters Life and Annuity Insurance Company, which was granted on April 3, 2024. The stay was lifted on June 27, 2025, following the issuance of the Ninth Circuit's decision in Siino. After being granted leave to amend, Plaintiff filed its First Amended Complaint on December 18, 2025, dispensing with the class allegations and strategically narrowing the case to a single claim for alleged violations of California's Unfair Competition Law. FLIAC answered the First Amended Complaint on January 8, 2026, and contemporaneously filed a notice of waiver of the adequate-remedy-at-law defense in a bid to keep the case in federal court. On March 23, 2026, after the filing of an amended joint case management report, the case was remanded to state court. The Company is evaluating its options to appeal this decision. The Company continues to dispute the allegations in First Amended Complaint and will continue to vigorously defend this lawsuit.
Our variable life insurance is offered through broker-dealers that are registered with the SEC and are members of FINRA. At least twice each year, We will make available reports that contain financial information about the Funds, as required by applicable law. In addition, unless otherwise agreed, We will send You a confirmation on behalf of the broker-dealers through which the variable life insurance transaction is processed, after each transaction that affects the value of Your Policy, and at least once each year We will send a statement that gives You financial information about Your Policy, including, to the extent applicable, Your scheduled fixed premium payments.
If several members of the same household each own a Policy, We may send only one such report or prospectus to that address, unless You instruct Us otherwise. You may receive additional copies by calling or writing Us.
Audited financial statements of the Separate Account and Nassau Life are included in the Statement of Additional Information. For a free copy of the Statement of Additional Information, simply call or write to our Customer Service Office. The Statement of Additional Information is also available on the SEC’s website at www.sec.gov.
36
APPENDIX A: Funds Available Under the Policy
The following is a list of underlying Funds available under the Policy. More information about the underlying Funds is available in the prospectuses for the Funds, which may be amended from time to time and can be found online at https://nassau.onlineprospectus.net/Nassau/Products/index.html. You can also request this information at no cost by calling 1-800-832-7783 or by sending an email request to [email protected].
The current expenses and performance information below reflects fees and expenses of the Funds, but does not reflect the other fees and expenses that Your Policy may charge. Expenses would be higher and performance would be lower if these charges were included. Each Fund’s past performance is not necessarily an indication of future performance.
The availability of investment options may vary depending on the broker-dealer through which Your Policy was purchased. See Appendix B: Financial Intermediary Variations in the prospectus for more information.
| Type/Investment Objective | Fund
- Investment Advisor Sub-Adviser(s) |
Current
Expenses |
Average
Annual Total Returns (as of 12/31/2025) | ||
| 1 Year | 5 Years | 10 Years | |||
| Seeks current income consistent with low volatility of principal. | Nomura VIP Limited Duration Bond Series (Standard)1 - Delaware Management Company, a series of Nomura Investment Management Business Trust | 0.53%* | 5.07% | 1.87% | 1.89% |
| Seeks to provide sustainable current income with potential for capital appreciation with moderate investment risk. | Nomura VIP Total Return Series (Standard)2 - Delaware Management Company, a series of Nomura Investment Management Business Trust
Macquarie Investment Management Global Limited |
0.76%* | 12.97% | 7.97% | 6.83% |
| Seeks to provide capital growth and appreciation. | Nomura VIP International Core Equity Series (Standard)3 - Delaware Management Company, a series of Nomura Investment Management Business Trust | 0.86%* | 24.55% | N/A | N/A |
| Seeks long-term capital growth. | Nomura VIP Opportunity Series (Standard)4 - Delaware Management Company, a series of Nomura Investment Management Business Trust | 0.83%* | 8.81% | 9.04% | 9.25% |
A-1
| Type/Investment Objective | Fund
- Investment Advisor Sub-Adviser(s) |
Current
Expenses |
Average
Annual Total Returns (as of 12/31/2025) | ||
| 1 Year | 5 Years | 10 Years | |||
| Seeks high current income. | Nomura VIP Fund for Income Series (Standard)5 - Delaware Management Company, a series of Nomura Investment Management Business Trust
Nomura Corporate Research and Asset Management Inc. |
0.75%* | 9.15% | 4.20% | 5.63% |
| Seeks to generate a maximum level of income consistent with investment primarily in investment grade debt securities. | Nomura VIP Investment Grade Series (Standard)6 - Delaware Management Company, a series of Nomura Investment Management Business Trust | 0.61%* | 6.75% | -0.56% | 2.78% |
| Seeks capital appreciation. | Nomura VIP Small Cap Value Series (Standard)7 - Delaware Management Company, a series of Nomura Investment Management Business Trust | 0.74% | 8.16% | 9.26% | 9.15% |
| Seeks long-term growth of capital. | Nomura VIP Growth Equity Series (Standard)8 - Delaware Management Company, a series of Nomura Investment Management Business Trust | 0.79% | 8.72% | 13.67% | 15.05% |
| Seeks to provide sustainable current income with potential for capital appreciation with moderate investment risk. | Nomura VIP Growth and Income Series (Standard)9 - Delaware Management Company, a series of Nomura Investment Management Business Trust
Macquarie Investment Management Global Limited |
0.76%* | 29.23% | 16.22% | 11.96% |
| Seeks to maximize current income to the extent consistent with the preservation of capital and the maintenance of liquidity by investing in high quality money market instruments. | Goldman Sachs VIT Government Money Mkt Fund (Institutional) - Goldman Sachs Asset Management, L.P. | 0.18%* | 4.20% | 3.18% | 2.11% |
* This Fund’s annual expenses reflect temporary fee reductions.
1 Formerly known as Macquarie VIP Limited Duration Bond Series.
2 Formerly known as Macquarie VIP Total Return Series.
3 Formerly known as Macquarie VIP International Core Equity Series.
4 Formerly known as Macquarie VIP Opportunity Series.
5 Formerly known as Macquarie VIP Fund for Income Series.
6 Formerly known as Macquarie VIP Investment Grade Series.
7 Formerly known as Macquarie VIP Small Cap Value Series.
8 Formerly known as Macquarie VIP Growth Equity Series.
9 Formerly known as Macquarie VIP Growth and Income Series.
A-2
APPENDIX B: Financial Intermediary Variations
There may be variations in the availability of investment options, Policy benefits, and other Policy features described in this prospectus - including restrictions, limitations, and other variations - which may apply depending on the broker-dealer through which Your Policy was sold or continues to be serviced. For example, Your financial professional may not recommend a particular investment option or Policy benefit to You. Any such variations are unknown to us. Furthermore, based on several considerations - e.g., that We do not administer financial intermediary variations, the large number of broker-dealers through whom the Policies were distributed, and the terms of Our existing selling agreements - We cannot identify any such variations in this appendix without unreasonable effort or incurring unreasonable expense.
You should discuss with Your financial professional any limitations, restrictions, or other variations related to the investment options, Policy benefits, or other Policy features available to You through Your financial professional.
B-1
To learn more about the Policy, NNY and the Separate Account, You can obtain a copy of the Statement of Additional Information (SAI), dated May 1, 2026. The SAI is incorporated by reference into this prospectus. For a free copy of the SAI, or for general inquiries, contact Our Administrative Office.
Reports and other information about NNY and the Separate Account are available on the SEC’s website at http://www.sec.gov, and copies of this information may be obtained, upon payment of a duplicating fee by electronic request at [email protected].
EDGAR Contract Identifier C000221948
FIRST INVESTORS LIFE LEVEL PREMIUM
VARIABLE LIFE INSURANCE SEPARATE
ACCOUNT B
LEVEL PREMIUM VARIABLE LIFE INSURANCE POLICIES
OFFERED BY
NASSAU LIFE INSURANCE COMPANY
Statement of Additional Information May 1, 2026
Administrative Office
Regular Mail: P.O. Box 22012, Albany, New York 12201
Overnight Mail: 15 Tech Valley Drive, Suite 201,
East Greenbush, New York 12061-4142
Phone Number: 1-800-832-7783
(8:30 A.M. and 5:00 P.M., Eastern Time)
Fax: 1-321-400-6316
Website: www.nfg.com
This Statement of Additional Information (“SAI”) is not a prospectus and should be read in conjunction with the prospectuses for the individual variable life insurance policies offered by Nassau Life Insurance Company through First Investors Life Level Premium Variable Life Insurance Separate Account B (“Separate Account B” or the “Separate Account”), which may be obtained at no cost by contacting Our Administrative Office, or by visiting our website at www.nfg.com. Separate Account B currently funds three level premium variable life insurance policies called Insured Series Policy, with a prospectus dated May 1, 2026, ISP Choice- with four premium payment options (ISPC-10, ISPC-20, ISPC-65, ISP10 Express and ISPC-WL), with a prospectus dated May 1, 2026, and ISP Choice-with two premium payment options (ISPC-15 and ISPC-WL), with a prospectus dated May 1, 2026.
Unless otherwise noted, the terms used in this SAI have the same meanings as in each prospectus.
Table of Contents
| Page | ||
| General Description | 1 | |
| Services | 1 | |
| Other Information | 2 | |
| Valuation Information | 2 | |
| Relevance of NNY Financial Statements | 3 | |
| Financial Statements | 3 |
i
Nassau Life Insurance Company. NNY is a stock life insurance company organized under the laws of the State of New York. NNY is authorized to conduct life and annuity business in all 50 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. The statutory home office of NNY is located at 15 Tech Valley Drive, East Greenbush, New York 12061.
The immediate parent of NNY is The Nassau Companies of New York, a Delaware corporation. The Nassau Companies of New York is ultimately controlled by David Dominik. Mr. Dominik ultimately controls NNY through the following intervening companies: The Nassau Companies, Nassau Insurance Group Holdings, L.P., Nassau Insurance Group Holdings GP, LLC and Nassau Financial Group GP Ltd. The nature of the business of Mr. Dominik and the intervening companies includes investing in companies engaged in the business of insurance.
On July 1, 2020, NNY acquired Foresters Life Insurance and Annuity Company (“FLIAC”), which was formerly the depositor of the Separate Account and issuer of the Policies. Following the acquisition, FLIAC merged with and into NNY, with NNY as the surviving entity. As a result, on July 8, 2020, NNY became the depositor of the Separate Account and issuer of the Policies.
Separate Account Assets. First Investors Life Level Premium Variable Life Insurance Separate Account B (“Separate Account B”) was established on June 4, 1985 under the provisions of the New York Insurance Law. The assets of Separate Account B are segregated from the assets of NNY, and that portion of such assets having a value equal to, or approximately equal to, the reserves and contract liabilities under a Policy is not chargeable with liabilities arising out of any other business of NNY. Separate Account B is registered with the Securities and Exchange Commission (“SEC”) as a unit investment trust under the Investment Company Act of 1940, as amended (the “1940 Act”), but such registration does not involve any supervision by the SEC of the management or investment practices or policies of Separate Account B.
Custodian. NNY, subject to applicable laws and regulations, is the custodian of the securities of the Subaccounts of the Separate Account. NNY maintains the records and accounts of the Separate Account.
Independent Registered Public Accounting Firm. KPMG LLP, Two Financial Center, 60 South Street, Boston Massachusetts 02111, is the independent auditor for NNY.
KPMG LLP, Two Manhattan West, 375 9th Avenue, New York, NY 10001, is the independent registered public accounting firm for the Separate Account.
Underwriter. NNY and the Separate Account have entered into an Underwriting Agreement with 1851 Securities, Inc. (“1851”), which became effective on July 1, 2020, pursuant to which 1851 serves as principal underwriter for the Policies. 1851, an affiliate of NNY, has its principal business address at One American Row, Hartford, CT 06103. NNY is no longer offering the Policies for new sales, but owners of existing Policies may continue to make additional premium payments. 1851 does not retain any commissions paid by NNY, but it is reimbursed by NNY for expenses it incurs for performing its underwriting function.
For the fiscal years ended December 31, 2023, 2024, and 2025, 1851 received underwriting commissions of $306,407, $250,652, and $188,862, respectively, in connection with the ISP Choice Policies and $57,410, $46,974, and $35,394, respectively, in connection with the Insured Series Policy.
Administrative Services. The Nassau Companies of New York (“NCNY”) provides administrative services to NNY through a shared service agreement between NNY and NCNY. NCNY’s principal business address is One American Row, Hartford, CT 06103.
1
Other Service Providers. Under an Administrative and Accounting Services Agreement between BNY Mellon (“BNY Mellon”) and the Company, BNY Mellon provides certain services related to the Separate Account, other investment options of the Company, and investment options of insurance company affiliates of the Company. These services include computing investment option unit value for each Investment option of the Separate Account on each valuation date, preparing annual financial statements for the Separate Account, filing the Separate Account annual reports on Form N-CEN with the SEC, and maintaining certain books and records required by law on behalf of the Separate Account.
The Company pays BNY Mellon fees for these services. The total fee includes a flat annual charge per investment option, an annual base fee for the Company and its affiliates utilizing the services, license and service fees for certain software used in providing the services. During the last three fiscal years, the Company and insurance company affiliates of the Company have paid BNY Mellon the fees listed below for services provided to the Separate Account.
| Year Ended December 31, | Fee Paid | |||
| 2023 | $ | 99,463.14 | ||
| 2024 | $ | 121,843.84 | ||
| 2025 | $ | 125,639.54 | ||
BNY Mellon’s principal business address is 103 Bellevue Parkway, Wilmington, DE 19809.
Reports. At least once each Policy year, NNY mails a report to the Policyowner within 31 days after the Policy anniversary. NNY mails the report to the last address known to us. The report shows (1) the death benefit, (2) the cash value, (3) the policy debt on the anniversary, (4) any loan interest for the prior year and (5) other information as may be required by applicable law or regulation. The report also shows your allocation among the Subaccounts on that anniversary. NNY will not send a report if the Policy is continued as reduced paid-up or extended term insurance.
State Regulation. NNY is subject to the laws of the State of New York governing insurance companies and to regulations of the New York State Department of Financial Services (the “Department”). NNY files an annual statement in a prescribed form with the Department each year covering our operations for the preceding year and our financial condition as of the end of such year.
Our books and accounts are subject to review by the Department at any time. The Department conducts a full examination of our operations periodically. The Department does not engage in any supervision of our management or investment practices or policies, except to determine compliance with the requirements of the New York Insurance Law. NNY also is subject to regulation under the insurance laws of other jurisdictions in which NNY may operate.
Value of a Unit. For each Subaccount of Separate Account B, the value of a unit initially was set arbitrarily at $10.00. The value of a unit for any subsequent Valuation Period (the period starting on the day after any Business Day as defined in the prospectus and ending on the next such day) is determined by multiplying the value of a unit for the immediately preceding Valuation Period by the Net Investment Factor for the Valuation Period for which the unit value is being calculated. The investment performance of each Fund, and expenses and deductions of certain charges, affect the unit value. The value of a unit for the Subaccounts may increase or decrease from Valuation Period to Valuation Period.
2
Net Investment Factor. The Net Investment Factor for each Subaccount for any Valuation Period is determined by dividing (a) by (b) and subtracting (c) from the result, where:
(a) is the net result of:
| (1) | the net asset value per share of the applicable Fund determined at the end of the current Valuation Period, plus |
| (2) | the per share amount of any dividend or capital gains distributions made by the applicable Fund if the “ex-dividend” date occurs during the current Valuation Period, less |
| (3) | the per share amount of any taxes deducted by us. |
(b) is the net asset value per share of the applicable Fund determined as of the end of the immediately preceding Valuation Period.
(c) is a factor representing the charges deducted for mortality and expense risks.
The Net Investment Factor may be greater or less than one, and therefore, the unit value of any Subaccount may increase or decrease.
RELEVANCE OF NNY FINANCIAL STATEMENTS
The financial statements of NNY should be considered only as bearing upon NNY’s ability to meet its obligations to Policyowners under the Policies, and they should not be considered as bearing on the investment performance of the Subaccounts.
The financial statements of each of the Subaccounts of First Investors Life Level Premium Variable Life Insurance Separate Account B as of December 31, 2025 and for each of the years or periods in the two-year period then ended and the financial highlights for each of the years or periods in the five-year period then ended and the financial statements of Nassau Life Insurance Company (“NNY”) as of December 31, 2025 and 2024, and for each of the years in the three-year period ended December 31, 2025, have been incorporated by reference herein from the registrant's N-VPFS filing, filed with the Securities and Exchange Commission on April 28, 2026 (File No. 811-04328), and have been incorporated by reference in the registration statement in reliance upon the reports 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 KPMG LLP report on the aforementioned financial statements of NNY includes explanatory language that states that the financial statements are prepared by NNY using statutory accounting practices prescribed or permitted by the New York State Department of Financial Services, which is a basis of accounting other than U.S. generally accepted accounting principles. Accordingly, the financial statements are not intended to be presented in accordance with U.S. generally accepted accounting principles. The financial statements are presented fairly, in all material respects, in accordance with statutory accounting practices prescribed or permitted by the New York State Department of Financial Services.
3
PART C
OTHER INFORMATION
Item 30. Exhibits
| (b) | Not applicable. |
| (c) | Underwriting and distribution contracts: |
| (1) | Underwriting Agreement between First Investors Life Insurance Company, the Separate Account and First Investors Corporation.2 |
| (2) | Underwriting Agreement between Foresters Life Insurance and Annuity Company, the Separate Account and 1851 Securities, Inc.5 |
| (3) | Broker-Dealer and General Agent Sales Agreement between Foresters Financial Services, Inc., Foresters Life Insurance and Annuity Company and Cetera Investment Services LLC.5 |
| (d) | Specimen Individual Level Premium Variable Life Policy issued by First Investors Life Insurance Company for participation in the Separate Account.1 |
| (e) | Form of application used with contracts provided in response to (d) above.3 |
| (f) | Depositor instrument of organization and by-laws: |
| (1) | Certificate of Incorporation of Nassau Life Insurance Company (“NNY” or the “Depositor”).5 |
| (2) | By-laws of NNY.5 |
| (3) | Resolutions of the Board of Directors of NNY approving the merger of Foresters Life Insurance and Annuity Company with and into NNY.5 |
| (g) | Not applicable. |
| (h) | (1) Fund Participation Agreement between Foresters Life Insurance and Annuity Company, the Separate Account and Delaware VIP® Trust (including Rule 22c-2 shareholder information agreement).5 |
| (2) Fund Participation Agreement between NNY, the Separate Account and Goldman Sachs Variable Insurance Trust (including Rule 22c-2 shareholder information agreement). 6 |
| (i) | (1) Administrative Services Agreement between NNY (formerly Phoenix Life Insurance Company) and Nassau Companies of New York (formerly The Phoenix Companies, Inc.).5 |
| (j) | None. |
| (k) | Opinion and consent of counsel.5 |
| (l) | Not applicable. |
| (m) | Not applicable. |
| (n) | Consents of Independent Registered Public Accounting Firm, filed herewith. |
| (o) | Not applicable. |
| (p) | Not applicable. |
| (r) | Not applicable. |
| (s) | Powers of Attorney |
| 1 | Incorporated herein by reference to Post-Effective Amendment No. 17 to the Registration Statement on Form S-6 (File Nos. 002-98410, 811-04328) filed by the Registrant on May 19, 1997. |
| 2 | Incorporated herein by reference to Post-Effective Amendment No. 35 to the Registration Statement on Form N-6 (File Nos. 002-98410, 811-04328) filed by the Registrant on April 28, 2011. |
| 3 | Incorporated herein by reference to Post-Effective Amendment No. 18 to the Registration Statement on Form S-6 (File Nos. 002-98410; 811-04328) filed by the Registrant on April 28, 1998. |
| 4 | Incorporated herein by reference to Post-Effective Amendment No. 45 to the Registration Statement on Form N-6 (File Nos. 002-98410, 811-04328) filed by the Registrant on April 26, 2018. |
| 5 | Incorporated herein by reference to the initial Registration Statement on Form N-6 (File Nos. 333-239739, 811-04328) filed by the Registrant on July 8, 2020. |
| 6 | Incorporated herein by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form N-6 (File Nos. 333-239739, 811-04328) filed by the Registrant on April 30, 2021. |
Item 31. Directors and Officers of the Depositor
The following are the directors and officers of NNY. Unless otherwise noted, each director’s and officer’s principal business address is One American Row, Hartford, 06102-5056.
| Name | Positions and Offices with Depositor | |
| Phillip J. Gass | President, Chief Executive Officer and Director | |
| Thomas M. Buckingham | Vice President, Chief Growth Officer and Director | |
| Kostas Cheliotis | Vice President, General Counsel, Secretary and Director | |
| Thomas Williams | Director | |
| Kathy Belfi | Director | |
| Kevin J. Gregson | Director | |
| Leland C. Launer | Director | |
| Justin Banulski | Vice President, Investment Accounting | |
| Dana Battiston | Vice President, Actuary | |
| Jan Buchsbaum | Vice President, Chief Product Officer | |
| Sam S.F. Caligiuri | Vice President, Assistant Secretary | |
| Steve L. Carlton | Vice President | |
| Michael Donovan | Vice President, Chief Actuary | |
| Michael Magarian | Vice President, Chief Accounting Officer | |
| John Murphy | Vice President, Corporate Auditor | |
| Vernon Young | Vice President, Group Chief Risk Officer | |
| Susan Zophy | Vice President, Chief Service Officer | |
| Susan L. Guazzelli | Assistant Treasurer | |
| Ping Shao | Chief Compliance Officer, Anti-Money Laundering Officer | |
| Barry Stopler | Assistant Treasurer | |
| Joel Cordoba | Assistant Treasurer | |
| Jordan Price | Vice President, Chief Financial Officer and Treasurer | |
| Sean Ryan | Vice President, Chief Information Security Officer | |
| Joseph Orofino | Vice President, Chief Investment Officer | |
| Angelus Tammaro | Assistant Vice President, Deputy Chief Compliance Officer |
Item 32. Persons Controlled by or Under Common Control with the Depositor or Registrant
| Nassau Financial Group GP Ltd. | Contract |
| Nassau Financial Group, L.P. | Contract |
| Nassau Asset Management LLC | 100 |
| Nassau CorAmerica LLC | 100 |
| Nassau CorAmerica Loan Company LLC | 100 |
| Nassau CorAmerica Advisors LLC | 100 |
| NCA Realty Partners LLC | 100 |
| NCA Realty Partners GP LLC | 100 |
| NCA Realty Fund I LP | Contract |
| NCA Realty Fund II LP | Contract |
| 156W Co-Invest LP | Contract |
| NCARP SGP LLC | 100 |
| Nassau NGC Holdings LLC | 100 |
| Nassau Global Credit GP LLC | 100 |
| NGC Loan Fund LP | Contract |
| NGC Enhanced Loan Master Fund LP | Contract |
| NGC Enhanced Loan Offshore Fund LP | Contract |
| NGC Enhanced Loan Fund LP | Contract |
| AIC Credit Opportunities Partners Fund II UGP, LLC | 100 |
| AIC Credit Opportunities Partners Fund II GP, L.P. | 100 |
| AIC Credit Opportunities Partners Master Fund II, LP | Contract |
| AIC COP Investments LLC | Contract |
| AIC COP Facility 2, LLC | Contract |
| AIC Credit Opportunities Partners Fund II (Offshore), L.P. | Contract |
| AIC Credit Opportunities Partners Fund II, L.P. | Contract |
| AIC Credit Opportunities Partners Fund II-A, L.P. | Contract |
| AIC Credit Opportunities Partners Mini-Master Fund II (Offshore), L.P. | Contract |
| Nassau Global Credit LLC | 100 |
| NGC CLO Manager LLC | 100 |
| NGC Management LLC | 100 |
| NGC Management (UK) Ltd | 100 |
| Nassau NGC Blocker (UK) Ltd. | 100 |
| Nassau Global Credit (UK) LLP | 991 |
| NGC Opportunities GP LLC | 100 |
| NGC Opportunities Master Fund LP | Contract |
1 NGC Management (UK) Ltd owns 1%
Sch Y – Part 1
| NGC Opportunities Offshore Fund LP | Contract |
| NGC Opportunities Onshore Fund LP | Contract |
| Nassau NPC Holdings LLC | 100 |
| Nassau Private Credit LLC | 100 |
| Nassau Private Credit GP LLC | 100 |
| Nassau Private Credit Onshore Fund LP | Contract |
| Nassau Private Credit Master Fund LP | Contract |
| Nassau Private Credit Offshore Fund LP | Contract |
| NPC Tactical Opportunities Fund LP | Contract |
| BSL Corporate Credit Opportunities 1 LP | Contract |
| NPC SGP LLC | 100 |
| NPC Diversified Income GP LLC | 100 |
| NPC Diversified Income Ratings Passthrough Feeder Fund LLC | Contract |
| NPC Diversified Income Fund LP | Contract |
| NPC Diversified Income Master Fund LP | Contract |
| NPC Diversified Income Offshore Fund LP | Contract |
| NPC Credit Opportunities Fund GP, LLC | 100 |
| NPC Credit Opportunities Onshore Fund, LP | Contract |
| NPC Credit Opportunities Offshore Fund, LP | Contract |
| NPC Credit Opportunities Master Fund, LP | Contract |
| Nassau Alternative Investments LLC | 100 |
| NAMCO Services LLC | 100 |
| Nassau BPC Holdings LLC | Contract2 |
| Nassau Insurance Group Holdings GP, LLC | Contract |
| Nassau Insurance Group Holdings, L.P. | Contract |
| The Nassau Companies | 100 |
| Nassau Life Insurance Company of Kansas | 100 |
| Nassau Life and Annuity Company | 100 |
| Nassau Life and Annuity Company ABS C-I | 100 |
| Nassau Life and Annuity Company ABS D-I | 100 |
| Lynbrook Re, Inc. | 100 |
| Nassau Distribution Holdings II LLC | 100 |
| Golub Capital NFG Lending Funding I, L.P. | 100 |
| Golub Capital NFG Lending Master Fund I, LLC | 100 |
| Golub Capital NFG Lending Funding II, L.P. | 100 |
| Golub Capital NFG Lending Master Fund II, LLC | 100 |
| Fortress Lending Fund IV (NFG) Rated Note Company LLC | 50 |
| Fortress Lending Fund IV (NFG) LP | 100 |
2 Equity interests are owned by Nassau Asset Management LLC (11.92%), Nassau Life Insurance Company (22.02%), Nassau Life and Annuity Company (22.02%) and PHL Variable Insurance Company (44.04%).
| NSRE Saybrus Holdings, LLC | 100 |
| Sunrise Re, Inc. | 100 |
| Nassau Re/Imagine LLC | 100 |
| Nassau Employee Co-Invest Fund II LLC | 513 |
| The Nassau Companies of New York | 100 |
| Nassau CLO SPV-I LLC | 100 |
| Nassau CLO SPV-II LLC | 100 |
| Nassau Life Insurance Company | 100 |
| Nassau Life Insurance Company ABS A-I | 100 |
| Nassau Life Insurance Company ABS B-I | 100 |
3 Current employees of The Nassau Companies of New York and its affiliates own 52%.
Item 33. Indemnification
Section 6.1 of the By-laws of NNY provides as follows:
To the full extent permitted by the laws of the State of New York, NNY shall indemnify any person made or threatened to be made a party to any action, proceeding or investigation, whether civil or criminal, by reason of the fact that such person, or such person’s testator or intestate:
| (1) | is or was a director, officer or employees of the company; or |
| (2) | serves or served another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity at the request of the company, and at the time of such services, was a director, officer or employee of the company |
against judgements, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with or as a result of such action, proceeding or investigation, or any appeal therein.
Subject to applicable law, the indemnification provided in this Article VI shall not be deemed to be exclusive of any other rights to which a director, officer or employee of the company seeking indemnification may be entitled.
In addition, the directors and officers of the company are insured against certain liabilities arising out of their conduct in such capacities. The coverage is subject to certain terms and conditions and to the specified coverage limit set forth in the applicable policies.
Under the terms of the underwriting agreement between NNY and 1851 Securities, Inc., NNY will indemnify and hold harmless 1851 Securities, Inc. for any expenses, losses, claims, damages or liabilities (including attorney fees) incurred by reason of any material misrepresentation or omission in a registration statement or prospectus for a variable insurance product for which 1851 Securities, Inc. serves as principal underwriter; provided, however, NNY shall not be required to indemnify for any expenses, losses, claims, damages or liabilities which have resulted from the negligence, misconduct or wrongful act of 1851 Securities, Inc.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 34. Principal Underwriters
| (a) | 1851 Securities, Inc. is the principal underwriter for the policies supported by the Registrant. 1851 Securities, Inc. acts as principal underwriter for the following investment companies (including the Registrant): First Investors Life Variable Annuity Fund C, First Investors Life Variable Annuity Fund D, First Investors Life Level Premium Variable Life Insurance (Separate Account B; First Investors Life Separate Account E, and First Investors Life Variable Annuity Fund A; Nassau Life Separate Account C; Nassau Life Separate Account D; Nassau Life Variable Accumulation Account; Nassau Life Variable Universal Life Account; PHL Variable Accumulation Account; PHL Variable Accumulation Account II; PHLVIC Variable Universal Life Account; Nassau Life and Annuity Variable Universal Life Account; Delaware Life NY Variable Account A; Delaware Life NY Variable Account B; Delaware Life NY Variable Account C; Delaware Life NY Variable Account D; and KBL Variable Account A. These investment companies are separate accounts of NNY or affiliates thereof. 1851 Securities, Inc. does not serve as depositor, sponsor or investment adviser to any investment companies. |
| (b) | The following are the directors and officers of 1851 Securities, Inc. Unless otherwise noted, each director’s and officer’s business address is One American Row, Hartford, CT 06103. |
| Name | Positions and Offices with Principal Underwriter | |
| Stephen Anderson | Chief Compliance Officer and Director | |
| Thomas M. Buckingham | Chairperson and Director | |
| Susan Guazzelli | Vice President, Treasurer and Director | |
| Ping Shao | President and Secretary | |
| Peter Hosner, Jr. | Chief Financial Officer and Director |
| (c) | The following commissions and other compensation were received by 1851 Securities Inc., the principal underwriter for the policies supported by the Registrant, from the Registrant during the Registrant’s last fiscal year (all such compensation was paid by NNY): |
| (1) Name of Principal Underwriter |
(2) Net Underwriting Discounts and Commissions |
(3) Compensation on Redemption |
(4) Brokerage Commissions |
(5) Other Compensation | ||||
| 1851 Securities, Inc. | None | None | None | None |
Item 35. Location of Accounts and Records
The accounts, books and other documents required to be maintained pursuant to Section 31(a) of the Investment Company Act of 1940 and rules promulgated thereunder are maintained by NNY at One American Row, Hartford, Connecticut 06102-5056.
Item 36. Management Services
Not applicable.
Item 37. Fee Representation
NNY represents that the fees and charges deducted under the policies described in this Registration Statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred and the risks assumed by NNY under the policies.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has caused this Registration Statement to be signed on its behalf, in the City of Hartford, and State of Connecticut on this 29th day of April, 2026.
| FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIFE INSURANCE (SEPARATE ACCOUNT B) | ||
| (Registrant) | ||
| By: | /s/ Phillip J. Gass | |
| Phillip J. Gass | ||
| President and Chief Executive Officer Nassau Life Insurance Company | ||
| NASSAU LIFE INSURANCE COMPANY | ||
| (Depositor) | ||
| By: | /s/ Phillip J. Gass | |
| Phillip J. Gass | ||
| President and Chief Executive Officer Nassau Life Insurance Company | ||
As required by the Securities Act of 1933, the following persons in the capacities stated have signed this Post-effective Amendment to Registration Statement No. 333-239739 on April 29, 2026.
| Signature | Title | |
| /s/ Phillip J. Gass | President, Chief Executive Officer and Director | |
| *Phillip J. Gass | ||
| /s/ Kostas Cheliotis | Vice President, General Counsel, Secretary and Director | |
| Kostas Cheliotis | ||
| /s/ Thomas M. Buckingham | Vice President, Chief Growth Officer, and Director | |
| *Thomas M. Buckingham | ||
| /s/ Jordan Price | Vice President, Chief Financial Officer and Treasurer | |
| *Jordan Price | ||
| /s/ Michael Magarian | Vice President, Chief Accounting Officer | |
| *Michael Magarian | ||
| /s/ Kathy Belfi | Director | |
| *Kathy Belfi | ||
| /s/ Kevin J. Gregson | Director | |
| *Kevin J. Gregson | ||
| /s/ Leland C. Launer | Director | |
| *Leland C. Launer | ||
/s/ Thomas A. Williams |
Director | |
| *Thomas A. Williams | ||
| By: | /s/ Kostas Cheliotis | |
| Kostas Cheliotis | ||
| *As Attorney-in-Fact pursuant to Powers of Attorney |
INDEX OF EXHIBITS
| Exhibit Number | Description | |
| (n) | Consents of Independent Registered Public Accounting Firm | |
ATTACHMENTS / EXHIBITS
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