Form 485BPOS Nassau Life Variable
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As filed with the Securities and Exchange Commission on April 29, 2026
File No. 033-23251
811-04721
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-6
| REGISTRATION STATEMENT | |
| UNDER | |
| THE SECURITIES ACT OF 1933 | |
| Pre-Effective Amendment No. | ☐ |
| Post-Effective Amendment No. 46 | ☒ |
| and/or | |
| REGISTRATION STATEMENT | |
| UNDER | |
| THE INVESTMENT COMPANY ACT OF 1940 | |
| Amendment No. 72 | ☒ |
| (Check appropriate box or boxes.) | |
Nassau Life Variable Universal Life Account
(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, CT 06102-5056
(Name and Address of Agent for Service)
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. |
[Version B]
Flex Edge Success®
Joint Edge®
Nassau Life Variable Universal Life Account
Issued by: Nassau Life Insurance Company
| PROSPECTUS | May 1, 2026 |
This prospectus describes a flexible premium fixed and variable universal life insurance policy. The policy provides lifetime insurance protection for as long as it remains in force. You may allocate premiums and policy value to the Guaranteed Interest Account, Long-term Guaranteed Interest Account, (collectively, “Guaranteed Interest Accounts”) and/or one or more of the investment options of the Nassau Life Variable Universal Life Account (“Separate Account”). The investment options purchase, at net asset value, shares of the mutual funds listed in Appendix A: Investment Options Available Under The Policy. We no longer make new sales of this policy.
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 U.S. Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Read and keep this prospectus for future reference. The policy is not a deposit of any bank, and is not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Policy investments are subject to risk, including the possible loss of principal invested.
The availability of investment options (including the Guaranteed Interest Accounts), 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 C: Financial Intermediary Variations.
For general information, you may send an email request to [email protected].
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The following is a list of terms and their meanings when used in this prospectus.
Attained age: The age of the insured on the birthday nearest the most recent policy anniversary.
Cash surrender value: The cash surrender value is the policy value less any applicable surrender charge on the date of surrender and less any debt.
Customer Service Office: The address that a policy owner should contact regarding all customer service matters, including premium payments, withdrawals, surrenders, transfers, exchanges, and fund/premium allocation requests. For payments, the address is P.O. Box 758572, Topeka, Kansas 66675-8572. For non-payment service matters, the address is P.O. Box 758573, Topeka, Kansas 66675-8573. For overnight payment delivery, the address is 5801 SW 6th Street, Mail Zone 572, Topeka, Kansas 66675-8606. The telephone number is 1-800-541-0171. The hours of operation are 8:30am – 6:00pm Eastern Time and the fax number is 1-785-368-1386.
Death benefit option: Each death benefit option reflects the unique way that the death benefit amount under the option is determined. The Flex Edge Success policy has two death benefit options, and the Joint Edge policy has three death benefit options.
Debt: Unpaid policy loans with accrued interest.
Due proof of death: A certified death certificate, or an order of a court of competent jurisdiction, or any other proof acceptable to us.
In force: The policy has not terminated or otherwise lapsed in accordance with the grace period and lapse provision.
In writing (written notice, written request): Is a written form signed by you, satisfactory to us and received by us.
Investment Options: The accounts within our Separate Account to which nonloaned assets under the policy are allocated (which also may be referred to in this prospectus as the “variable investment options” or “subaccounts”).
Monthly calculation day: The first monthly calculation day is the same day as the policy date. Subsequent monthly calculation days are the same days of each month thereafter or, if such day does not fall within a given month, the last day of that month will be the monthly calculation day.
Nassau Life (our, us, we, company): Nassau Life Insurance Company.
Net amount at risk: On a monthly calculation day it is the death benefit minus the policy value prior to the deduction of the cost of insurance charge. On any other day it is the death benefit minus the policy value.
Payment date: The valuation date on which a premium payment or loan repayment is received by us unless it is received after the close of the New York Stock Exchange in which case it will be the next valuation date.
Policy anniversary: The anniversary of the policy date.
Policy date: The policy date shown on the schedule pages from which policy years and policy anniversaries are measured.
Policy month: The period from one monthly calculation date up to, but not including, the next monthly calculation date.
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Policy value: The sum of your policy’s share in the value of each investment option plus the value of your policy allocated to the Guaranteed Interest Account.
Policy year: The first policy year is the one-year period from the policy date up to, but not including, the first policy anniversary. Each succeeding policy year is the one-year period from the policy anniversary up to, but not including, the next policy anniversary.
Separate Account: Nassau Life Variable Universal Life Account.
Unit: A standard of measurement used to determine the share of this policy in the value of each investment option of the Separate Account.
Valuation Date: A valuation date is every day the New York Stock Exchange (“NYSE”) is open for trading and we are open for business.
Valuation Period: The period in days from the end of one valuation date through the next valuation date.
You (your): The owner of this policy at the time an owner’s right is exercised.
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Important Information You Should Consider About the Policy
| FEES AND EXPENSES | LOCATION
IN PROSPECTUS | |||||||||||
| Charges for Early Withdrawals | During the first ten policy years, a surrender charge will apply if you fully or partially surrender the policy, allow the policy to lapse, or reduce the face amount. The maximum surrender charge that you can pay while you own the policy is equal to 0.50% of the policy face amount plus 28.50% of premiums paid for single life policies. For multiple life policies, the maximum surrender charge is 30.00% of premiums paid. The surrender charge begins to decrease after five policy years, and becomes zero after ten policy years.
For example, for a single life policy with a $100,000 face amount and $20,000 in premiums paid, the maximum full surrender charge would be $500 + $5700, or $6200. |
Fee Tables; Charges and Deductions | ||||||||||
| Transaction Charges | In addition to surrender charges, you also may be charged for other transactions. Specifically: (a) an additional surrender fee upon a partial surrender (b) an issue expense and face amount increase charge, deducted during the first 12 months after policy issue or after a face amount increase (c) premium tax charges, which may be deducted from premium payments you make and (d) a transfer charge, which we reserve the right to deduct after the first two transfers in any given policy year. |
Fee Tables; Charges and Deductions | ||||||||||
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| FEES AND EXPENSES | LOCATION
IN PROSPECTUS | |||||||||||
| Ongoing Fees and Expenses (annual charges) | In addition to surrender charges and transaction charges, an investment in the policy is subject to certain ongoing fees and expenses, including the cost of insurance charge, the administrative charge, the mortality and expense risk charge, the loan interest charge (if a policy loan is taken), and the charge for any optional rider you have elected. Such fees and expenses may be set based on characteristics of the insured (e.g., age, sex, and rating classification). You should view the policy specifications page of your policy for the rates applicable to your policy. | Fee Tables; Charges and Deductions; Appendix A: Investment Options Available under the Policy | ||||||||||
| You will also bear expenses associated with the underlying funds under the policy, as shown in the following table | ||||||||||||
| ANNUAL FEE | MIN. | MAX. | ||||||||||
| Investment options (underlying fund fees and expenses)* | 0.27% | 5.82% | ||||||||||
| * As a percentage of underlying fund assets, as of December 31, 2025. Fund fees and expenses vary over time. | ||||||||||||
| RISKS | LOCATION
IN PROSPECTUS | |||||||||||
| Risk of Loss | You can lose money by investing in the policy. | Principal Risks of Investment in the Policy | ||||||||||
| Not a Short-Term Investment | ● A policy is not a short-term investment and is not appropriate for an investor who needs ready access to cash.
● We may apply a surrender charge with respect to any surrender you make from the policy.
● A surrender may also reduce your policy’s face amount and may have adverse tax consequences.
● You can avoid surrender charges and such possible adverse tax consequences by holding your policy for the long-term and minimizing surrenders.
● Tax deferral generally is more beneficial to investors with a long time horizon. |
Principal Risks of Investment in the Policy; Charges and Deductions; Federal Income Tax Considerations | ||||||||||
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| RISKS | LOCATION
IN PROSPECTUS | |||||||||||
| 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 (as well as the GIA) has its own unique risks.
● You should review the investment options before making an investment decision. |
Principal Risks of Investment in the Policy; The Guaranteed Interest Accounts; Appendix A: Investment Options Available Under the Policy | ||||||||||
| Insurance Company Risks | An investment in the policy is subject to the risks related to Nassau Life. Any obligations (including under the Guaranteed Interest Accounts), guarantees, and benefits of the policy are subject to the claims-paying ability of Nassau Life. If Nassau Life experiences financial distress, it may not be able to meet its obligations to you. More information about Nassau Life, including its financial strength ratings, is available upon request by calling toll-free at 1-800-541-0171. | Nassau Life Insurance Company | ||||||||||
| Contract Lapse | Your policy will remain in force only as long as the cash surrender value is enough to pay the monthly charges incurred under the policy. If the cash surrender value is no longer enough to pay the monthly charges, the policy will lapse, or end. Factors that may cause your policy to lapse include: insufficient premium payments, poor investment performance, surrenders, and unpaid loans or loan interest. To prevent your policy from lapsing, you must during the grace period pay an amount equal to three times the required monthly deduction plus any other amount due. The death benefit will not be paid if the policy has lapsed. | Lapse and Reinstatement | ||||||||||
| RESTRICTIONS | LOCATION
IN PROSPECTUS | |||||||||||
| Investments | If you choose to participate in an asset allocation program or strategic program, the assets you have dedicated to the program will be limited by the terms of the program.
We do not permit transfers of less than $500 unless either (a) the entire balance in the investment option or the Guaranteed Interest Account is being transferred or (b) the transfer is part of a Systematic Transfer Program.
Transfers out of the Guaranteed Interest Accounts are limited to one transfer per year. The amount you may transfer out of the Guaranteed Interest Accounts is limited based on a schedule described later in this Prospectus. |
Additional Programs – Asset Allocation and Strategic Programs ; Transfer of Policy Value; Nassau Life Insurance Company; Appendix C: Financial Intermediary Variations | ||||||||||
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| RESTRICTIONS | LOCATION
IN PROSPECTUS | |||||||||||
We reserve the right to reject or restrict transfers if we determine the transfers reflect frequent trading or a market timing strategy, or we are required to reject or restrict the transfer by the applicable fund. |
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Nassau Life reserves the right to remove or substitute funds as investment options that are available under the policy.
The availability of investment options (including the Guaranteed Interest Accounts) may vary depending on the broker-dealer through which your policy was purchased. |
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| Optional Benefits | We offer several optional riders under the policy. The insurance features added by these riders include waiver of premium in the event of total disability and payment of an additional death benefit in the event of accidental death.
Except as otherwise provided, an optional benefit 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. |
Optional Insurance Benefits; Appendix C: Financial Intermediary Variations | ||||||||||
| 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 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. |
Federal Income Tax Considerations | ||||||||||
| 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”). Nassau Life may also pay for sales and distribution expenses out of any payments we or the principal underwriter of the contracts 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. |
Principal Underwriter | ||||||||||
The presence of these forms of compensation can influence a registered representative to recommend the policy over another investment. |
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| 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 your current 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. | Principal Underwriter | ||||||||||
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In this prospectus, we discuss Flex Edge Success and Joint Edge, which are forms of the same base variable life insurance policy. Flex Edge Success and Joint Edge differ primarily with respect to their death benefit options, and may be referred to together in this prospectus as the “policy.”
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 and/or fully surrender the policy at any time, the policy should not be viewed as a highly liquid investment. In that regard, surrenders taken in the near term can result in you being assessed a surrender charge, which can be a significant amount, in addition to applicable income taxes and tax penalties. Failure to hold the policy for the long-term also would mean that you lose the opportunity for the performance of your chosen investment options to grow on a tax-deferred basis. Thus, the policy’s features are appropriate for an investor who does not have significant liquidity needs with respect to money dedicated to the policy and has a long investment horizon. The policy is not intended for those who intend to engage in frequent trading among the investment options within the separate account.
The policy is a flexible premium policy, under which you have flexibility in terms of the amount and timing of the premium payments you make. The only premiums you must pay are the issue premium and any payments that may be required to prevent policy lapse. You should consult your registered representative to discuss how much premium you should allocate to the policy. The amount of premium you should allocate to the policy can differ depending on what your insurance and financial needs are. If you are buying the policy purely for death benefit protection, you should carefully consider the advantages and disadvantages of choosing to allocate more premium than needed to keep the policy in force under death benefit option 1.
Death Benefits
The policy is, first and foremost, a life insurance policy. While the policy remains in force we will pay a death benefit to your named beneficiary upon the death of the person insured under the policy.
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Flex Edge Success. With respect to Flex Edge Success, when you applied for this policy you could choose from among these death benefit options:
| ● | Death Benefit Option 1 is equal to the greater of the policy’s face amount, or the minimum death benefit |
| ● | Death Benefit Option 2 equals the greater of the face amount plus the policy value, or the minimum death benefit Death benefit option 1 applies if you do not choose an option. |
The minimum death benefit is equal to the policy value, increased by a percentage taken from a table in the policy based on the policy year and the insured person’s age.
Joint Edge. With respect to Joint Edge, when you applied for this policy, you could choose from among these death benefit options:
Option A - Level. The death benefit amount is equal to the greater of the face amount of the policy and the minimum death benefit. The minimum death benefit equals the policy value multiplied by the applicable corridor factor (the factor set forth in your policy).
Option B - Increasing. The death benefit amount is equal to the greater of (a) the policy face amount plus the policy value and (b) the minimum death benefit. The minimum death benefit equals the policy value multiplied by the applicable corridor factor (the factor set forth in your policy).
Option C – Return of Premium. The death benefit amount is equal to the greater of (a) the policy face amount plus the Option C increase amount and (b) the minimum death benefit. The minimum death benefit equals the policy value multiplied by the applicable corridor factor (the factor set forth in your policy). The Option C increase amount is equal to gross premiums minus net withdrawals, is subject to a maximum and is not less than zero. See the Death Benefit section below for additional details.
For Joint Edge, death benefit Option A applies if you do not choose an option.
Also available is the death benefit protection rider, an additional insurance option that you may purchase by paying specified premiums.
Loans and Surrenders
Generally, you may take loans against 90% of the policy’s cash surrender value, subject to certain conditions. We charge interest to your policy for outstanding loans. Loans can reduce the face amount and the death benefit under the policy. Loans also increase the risk that the policy will lapse.
You may partially surrender any part of the policy at any time. A partial surrender fee will apply and a separate surrender charge may also be imposed. Partial surrenders may reduce the face amount and the death benefit under the policy. Partial surrenders also increase the risk of lapse.
You may fully surrender this policy any time for its cash surrender value. A surrender charge may be imposed. The policy terminates upon full surrender.
For your protection, we require a signature guarantee for surrenders, partial surrenders, or loans over $100,000.
There may be tax consequences associated with loans, surrenders, and partial surrenders.
Investment Choices
You may select from one or more investment options and the Guaranteed Interest Accounts. Each investment option invests directly in a professionally managed fund. You may transfer policy value among any of the investment options and the Guaranteed Interest Accounts while continuing to defer current income taxes.
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Additional information about each underlying fund offered within the separate account is provided in Appendix A to this prospectus, entitled “Investment Options Available Under the Policy.”
Asset Allocation and Strategic Programs
You may also elect an asset allocation or strategic program through which to allocate your premiums and policy value. Participation in a program is optional. Although we may offer other programs in the future, whether those programs will be made available to both current and prospective policy owners will be determined at the sole discretion of the Company. For more information on the programs, refer to the section on “Asset Allocation and Strategic Programs.”
Optional Insurance Benefits
The following benefits may be available to you by rider:
| ● | Single Life Policies |
| ● | Disability Waiver of Specified Premium |
| ● | Accidental Death Benefit |
| ● | Death Benefit Protection |
| ● | Whole Life Exchange Option (not available after January 27, 2003) |
| ● | Purchase Protection Plan |
| ● | Living Benefits |
| ● | Cash Value Accumulation |
| ● | Child Term |
| ● | Family Term |
| ● | Business Term |
| ● | Multiple Life Policies |
| ● | Disability Benefit |
| ● | Survivor Purchase Option |
| ● | Term Insurance |
| ● | Policy Exchange Option |
Availability of these riders depends upon state approval and may involve extra cost.
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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 that 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 | Amount Deducted | ||
| Premium Tax Charge | Upon payment. | 2.25% of each premium for single life policies. Multiple life policies will be assessed the actual premium tax incurred, currently ranging up to 3.5% of premiums paid. | ||
| Federal Tax Charge | Upon payment. | 1.50% of each premium for single life policies. No charge applies to multiple life policies. | ||
| Issue Expense Charge and Face Amount Increase | 1/12th of the fee is deducted on each of the first 12 monthly calculation days1 after policy issue or face amount increase. | The maximum charge is $600 for single life policies and $1502 for multiple life policies. | ||
| Surrender Charge3 | Upon full surrender or lapse occurring during the first ten policy years. | Maximum is 0.50% of policy face amount plus 28.50% of premiums paid for single life policies. Maximum is 30.00% of premiums paid for multiple life policies. | ||
| Partial Surrender Charge | Upon partial surrender or a decrease in the policy face amount occurring during the first ten policy years. | For a partial surrender:
The charge that would apply upon a full surrender multiplied by the partial surrender amount divided by the result of subtracting the full surrender charge from the policy value.
For a decrease in face amount:
The charge that would apply upon a full surrender multiplied by the decrease in face amount divided by the face amount prior to the decrease. | ||
| Partial Surrender Fee | Upon partial surrender. | 2.00% of surrender amount up to a maximum of $25. | ||
| Transfer Charge | Upon transfer. | At present, we do not charge for transfers between investment options, but we reserve the right to charge up to $10 per transfer after the first two transfers in any given policy year. |
| 1 | The monthly calculation day occurs on same day as the policy date (the date from which policy years and anniversaries are measured) or if that date does not fall in any given month, it will be the last day of the month. |
| 2 | The Issue Expense Charge is $50 per month for the first 12 policy months for single life policies and $12.50 per month for the first 12 policy months for multiple life policies. |
| 3 | The surrender charge begins to decrease after five policy years, and becomes zero after ten policy years. We will provide your surrender charges before we issue your policy. We describe this charge in more detail in the “Charges and Deductions” section. |
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The next table describes the fees and expenses that you will pay periodically during the time that you own the policy, not including underlying fund fees and expenses.
Periodic Charges Other than Annual Underlying Fund Expenses
| Charge | When Charge Is Deducted | Amount Deducted | ||
| Base Policy Charge | ||||
| Cost of Insurance1 | On each monthly calculation day. | |||
| Minimum and Maximum Charges | $0.02 - $83.33 per $1,000 of amount at risk2 each month. | |||
| Example for a male age 30 in the nonsmoker preferred class and female age 30 in the nonsmoker preferred class. | We would charge $0.1170 per $1,000 of amount at risk2 per month. We will increase this charge as they age. | |||
| Administrative Charge | On each monthly calculation day. | $10 per month. | ||
| Mortality and Expense Risk Charge3 | Daily | 0.80% on an annual basis, of investments in the investment options. | ||
| Other Tax Charges | When we become liable for taxes. | We currently do not charge for taxes, however we reserve the right to impose a charge should we become liable for taxes in the future. Possible taxes would include state or federal income taxes on investment gains of the Separate Account and would be included in our calculation of investment option values. | ||
| Loan Interest Rate Charged4 | Interest accrues daily and is due on each policy anniversary. If not paid on that date, we will treat the accrued interest as another loan against the policy. | The maximum net cost to the policy value is 2.00% of the loan balance on an annual basis. | ||
| Optional Insurance Benefits – Single Life Policies | ||||
| Death Benefit Protection Rider | On each monthly calculation day. | $0.01 per $1,000 of face amount per month. | ||
| Purchase Protection Plan Rider5 | On rider date, and on each monthly calculation day. | |||
| Minimum and Maximum | $0.05 - $0.17 per unit6 purchased per month. | |||
| Example for a male age 34 in the nonsmoker premium class. | $0.1586 per unit6 purchased per month. | |||
| Disability Waiver of Specified Premium Rider5 | On each monthly calculation day. | |||
| Minimum and Maximum | $0.1899 - $0.636 per $100 of premium waived per month. | |||
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| Charge | When Charge Is Deducted | Amount Deducted | ||
| Example for a male age 35 in the nonsmoker premium class. | $0.2358 per $100 of premium waived per month. | |||
| Accidental Death Benefit Rider5 | On each monthly calculation day. | |||
| Minimum and Maximum | $0.0647 - $0.273 per $1,000 of rider amount per month. | |||
| Example for a male age 36 in the nonsmoker premium class. | $0.07226 per $1,000 of rider amount per month. | |||
| Living Benefits Rider | We do not charge for this rider. | We describe this rider later under “Optional Insurance Benefits.” | ||
| Whole Life Exchange Option Rider | We do not charge for this rider. | We describe this rider later under “Optional Insurance Benefits.” | ||
| Child Term Rider7 | On rider date, and on each monthly calculation day. | |||
| Minimum and Maximum | $0.05 - $0.40 per $1,000 of rider face amount. | |||
| Example for a male child age 10. | $0.0608 per $1,000 of rider face amount. | |||
| Family Term Rider7 | On rider date, and on each monthly calculation day. | |||
| Minimum and Maximum | $0.07 - $6.39 per $1,000 of rider face amount. | |||
| Example for a male age 37 in the nonsmoker premium class. | $0.1567 per $1,000 of rider face amount. | |||
| Business Term Rider7 | On rider date, and on each monthly calculation day. | |||
| Minimum and Maximum | $0.07 - $83.33 per $1,000 of rider face amount. | |||
| Example for a male age 36 in the nonsmoker premium class. | $0.78 per $1,000 of rider face amount. | |||
| Optional Insurance Benefits – Multiple Life Policies | ||||
| Survivor Purchase Option Rider7 | On rider date, and on each monthly calculation day. | |||
| Minimum and Maximum | $0.001 - $0.87 per $1,000 of rider face amount per month. | |||
| Example for two 45 year old male nonsmokers. | We would charge $0.045 per $1,000 of face amount per month. | |||
| Disability Benefit and Waiver Rider7 | On rider date, and on each monthly calculation day. | |||
| Minimum and Maximum | $0.0007 - $0.22 per $1,000 of net amount at risk per month. | |||
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| Charge | When Charge Is Deducted | Amount Deducted | ||
| Example for a 35 year old male nonsmoker. | We would charge $0.02358 per $1,000 of net amount at risk per month. | |||
| Term Insurance Rider7 | On rider date, and on each monthly calculation day. | |||
| Minimum and Maximum | $0.0001 - $83.33 per $1,000 of rider face amount per month. | |||
| Example for a 37 year old male nonsmoker. | We would charge $0.1029 per $1,000 of face amount per month. | |||
| Policy Exchange Option Rider | We do not charge for this rider. | We describe this rider later under “Optional Insurance Benefits”. |
| 1 | Cost of insurance charges will vary according to age, gender and risk classification, policy year, net amount at risk, and face amount of the policy. 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. Before you purchase the policy, we will provide you personalized illustrations of your future benefits under the policy based upon the age and premium class of the person you wish to insure, the death benefit option, face amount, planned periodic premiums, and riders requested. |
| 2 | The amount at risk at any given time is the difference between the total death benefit we would pay and the policy value. |
| 3 | We do not deduct this charge from investments in the Guaranteed Interest Account. We currently reduce this charge to 0.25% in policy years 16+ for single life policies and multiple life policies issued on or after July 16, 2004. Because the mortality and expense risk charge is the only charge assessed daily against the assets of the separate account, the Base Policy Charge, as set forth above, consists only of the mortality and expense risk charge. |
| 4 | The maximum net cost to the policy is the difference between the rate we charge for the outstanding loan, and the rate we credit the loaned portion of the Guaranteed Interest Account, where we allocate policy value equal to the amount of the loan, as collateral. For certain policy classes, the net cost to the policy can be as low as 1.00% on an annual basis. We can vary the amount of these charges with respect to specific policies that we issue. For more information see “Charges and Deductions” and “Loans.” |
| 5 | This charge for this rider depends on age, gender and risk classification at issue, but will not increase with age. The charge shown in the table may not be typical of the charges you will pay. Your policy’s specifications page will indicate the cost applicable to your policy. More detailed information concerning the cost of this benefit is available upon request. |
| 6 | Each unit entitles you to purchase $1,000 face amount of insurance on each of the first two option dates defined in the rider, and $667 in face amount of insurance on each subsequent option date defined in the rider. |
| 7 | This charge will vary according to age, gender and risk classification. Charges will generally increase with age. The charge shown in the table may not be typical of the charges you will pay. Your policy’s specifications page will indicate the cost applicable to your policy. More detailed information concerning the cost of this benefit is available upon request. |
The next table 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 | |||||||
Annual Underlying Fund Expenses (expenses that are deducted from underlying fund assets, including management fees, distribution and/or service (12b-1) fees, and other expenses) | 0.27 | % | 5.82 | % | ||||
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Annual underlying fund expenses listed are for the year ended December 31, 2025. Expenses shown may change over time and may 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 Investment 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 underlying mutual 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.
Short-Term Investment Risk. The policy is not designed for short-term investing and is not appropriate for an investor who needs ready access to cash. The policy may be inappropriate for you if you do not have the financial ability to keep it in force for a substantial period of time. You should consider that surrender charges may apply during the first 10 policy years, and that a partial surrender charge is deducted from policy value upon a decrease in face amount. A surrender charge could significantly reduce the cash surrender value of your policy. It is possible that you could receive nothing if you surrender your policy, especially in the early policy years. You should also consider that tax deferral is generally more beneficial to investors with a long time horizon.
Fund Option (Subaccount) Risk. Amounts that you allocate to the underlying mutual 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.
Risk of Lapse. Your policy will lapse without value if you fail to pay sufficient premiums. Death benefits will not be paid if the policy has lapsed. Insufficient premium payments, fees and expenses, poor investment performance, withdrawals, and unpaid loans or loan interest may cause the policy to lapse. If on any monthly calculation day the cash surrender value is less than the required monthly deduction, a grace period of 61 days will be allowed. Failure to pay the additional amount within the grace period will result in lapse of the policy, but not until 30 days has passed after we have mailed a written notice to you. Generally, if your policy lapses, it may not be reinstated.
Surrender and Withdrawal Risk. You should carefully consider the risks associated with a surrender or partial withdrawal. A full surrender terminates the policy and all of its benefits and may be subject to substantial surrender charges. You may withdraw a portion of your cash surrender value provided there is sufficient remaining cash surrender value. However, withdrawals (also called partial surrenders) are subject to surrender charges and withdrawal processing fees and increase the risk of lapse (because they reduce your cash surrender value), and may reduce your policy’s death benefit. Surrenders and withdrawals may have tax negative consequences.
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Transfer Risk. We reserve the right to limit transfers and deposits to the Guaranteed Interest Accounts to no more than $250,000 during any one week period. We also reserve the right to limit transfers and cumulative premium payments to the Long-term Guaranteed Interest Account to $1,000,000 over a 12-month period. Transfers out of the Guaranteed Interest Accounts are limited to one transfer per year. The amount you may transfer out of the Guaranteed Interest Accounts is limited based on a schedule described later in this prospectus. Because of these restrictions on transferring out of GIA, you should realize that policy value you have allocated to GIA 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 mutual fund or we determine the transfers reflect disruptive trading. Minimum balance and minimum transfer limits apply. Thus, ownership of the policy involves certain restrictions on your ability to make transfers.
Face Amount Increase Risk. Face amount increases will increase the potential surrender charges and other charges under the policy.
Loan Risk. An outstanding policy loan will reduce the value of your policy and your death benefit and will increase your risk of lapse. A policy loan negatively impacts the value of your policy because the amount of any loan will be added to the loaned portion of the Guaranteed Interest Account and subtracted from the policy’s share of the investment options or the nonloaned portion of the Guaranteed Interest Account. The amount held as collateral for the loan in the Guaranteed Interest Account will be credited with a specified minimum interest rate, but will not receive any higher current interest rate that might otherwise be credited. A policy loan negatively impacts your death benefit because we reduce the amount we pay on death by any outstanding loan amount. A policy loan increases the risk of lapse because a loan and loan interest reduce your cash surrender value, and your policy will lapse if your cash surrender value is insufficient to cover the policy’s monthly deduction or amounts due on an outstanding loan. A loan may have negative tax consequences. If you surrender the policy or allow it to lapse while a policy loan is outstanding, the amount of the loan, to the extent it has not previously been taxed, will be added to any amount you receive and taxed accordingly.
Guaranteed Interest Account Risk. We guarantee that we will credit interest to amounts allocated to the Guaranteed Interest Account. Subject to minimum guaranteed effective annual interest rates, we determine interest rates in our sole discretion. You assume the risk that an interest rate may not exceed the minimum guaranteed effective annual interest rate.
Tax Risk. In order to qualify as a life insurance contract for federal income tax purposes and to receive the tax treatment normally accorded life insurance contracts under federal tax law, a policy must satisfy certain requirements which are set forth in the Internal Revenue Code of 1986, as amended (the “Code”). Guidance as to how these requirements are to be applied is limited. Nevertheless, we believe that a policy issued on the basis of a standard rate class should satisfy the applicable requirements. If it is subsequently determined that a policy does not satisfy the applicable requirements, we may take appropriate steps to bring the policy into compliance with such requirements and we reserve the right to restrict policy transactions in order to do so.
There is less guidance with respect to policies issued on a substandard basis (i.e., a rate class involving a higher than standard mortality risk), and it is not clear whether such a policy would in all cases satisfy the applicable requirements, particularly if the owner pays the full amount of premiums permitted under the policy. Assuming that a policy qualifies as a life insurance contract for federal income tax purposes, you should not be deemed to be in constructive receipt of policy value under a policy until there is a distribution from the policy. Moreover, death benefits payable under a policy should be excludible from the gross income of the beneficiary. As a result, the beneficiary generally should not have to pay U.S. federal income tax on the death benefit, although other taxes, such as estate taxes, may apply.
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In general, depending on the total amount of premiums you pay, the policy may be treated as a modified endowment contract (“MEC”) under federal tax laws. If a policy is treated as a MEC, then surrenders, withdrawals, and loans (including loans secured by collateral assignment) under the policy will be taxable as ordinary income to the extent there are earnings in the policy. In addition, a 10% additional income tax may be imposed on surrenders, withdrawals, and loans taken before you attain age 59½. If the policy is not a MEC, distributions generally will be treated first as a return of basis or investment in the contract and then as taxable income. Moreover, loans will generally not be treated as distributions. Finally, neither distributions nor loans from a policy that is not a MEC are subject to the 10% additional income tax. We will monitor policies and will attempt to notify an owner on a timely basis if his or her policy is in jeopardy of becoming a MEC.
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.
See “Federal Income Tax Considerations”. You should consult a qualified tax advisor for assistance in all policy-related tax matters.
Risk of Increase in Current Fees and Charges. Certain fees and charges are currently assessed at less than their maximum levels. We may increase these current charges in the future, up to their guaranteed maximum levels. If fees and charges are increased, you may need to increase the amount and/or frequency of premiums to keep the policy in force and avoid lapse.
Financial Strength and Claims-Paying Ability Risk. All guarantees under the policy that are paid from our general account, including amounts allocated to the Guaranteed Interest Accounts, are subject to our financial strength and claims-paying ability. If we experience financial distress, we may not be able to meet our obligations to you.
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.
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Nassau Life, with its home office at One American Row, Hartford, Connecticut 06102, is a stock life insurance company organized under the laws of the State of New York. Nassau Life 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 Nassau Life is located at 15 Tech Valley Drive, East Greenbush, New York 12061.
Nassau Life is part of Nassau Financial Group L.P. (the “Nassau Group”). Nassau Life has been operating as an insurance company since 1851. It was acquired by the Nassau Group in 2016. Other affiliates of Nassau Life include 1851 Securities, Inc. (or hereafter “1851”), which is the principal underwriter for the policies, and the Nassau Companies of New York, which will provide administrative services for the policies.
You should send any transaction request (e.g., premium payments) to our Customer Service Office (see the Glossary for the address). Transaction requests received in good order (i.e., in form and substance acceptable to us) at that address before the close of a given Valuation Date are priced based on the unit value as of the end of that Valuation Date. Transaction requests received in good order on or after the close of a Valuation Date, or on a day other than a Valuation Date, are priced based on the unit values in effect as of the end of the next Valuation Date. To meet our requirements for processing transactions, we may require that you use our forms.
Obligations under the policies are obligations of Nassau Life. You may make contributions to the Guaranteed Interest Accounts or “GIAs” which are supported by the assets in Nassau Life’s general account. Such contributions are not invested in the Separate Account. The GIAs are part of our general account (the “General Account”). The General Account supports all insurance and annuity obligations of Nassau Life and is made up of all of its general assets other than those allocated to any separate account such as the Separate Account. For more complete information, see the “Guaranteed Interest Accounts” section below.
We are obligated to pay all amounts promised to investors under the policy, subject to our financial strength and claims-paying ability.
Policy Guarantees
Any guarantee under the policy, such as interest credited to the GIA or any guarantee provided by a rider are paid from our General Account. Therefore, any amounts that we may pay under the policy as part of a guarantee are subject to our long-term ability to make such payments. The assets of the Separate Account are available to cover the liabilities of our General Account to the extent that the Separate Account assets exceed the Separate Account liabilities arising under the policies supported by it. Under New York law, insurance companies are required to hold a specified amount of reserves in order to meet the contractual obligations of their general account to policy owners. State insurance regulators also require insurance companies to maintain a minimum amount of capital, which acts as a cushion in the event that the insurer suffers a financial impairment, based on the inherent risks in the insurer’s operations. These risks include those associated with losses that an insurer could incur as the result of its own investment of its general account assets, which could include bonds, mortgages, general real estate investments, and stocks.
Nassau Life Variable Universal Life Account
Phoenix Life Insurance Company (which was renamed Nassau Life Insurance Company in 2018) established the Phoenix Life Variable Universal Life Account (“Separate Account”) as a separate account under New York insurance law on June 17, 1985. The Separate Account is now named the Nassau Life Variable Universal Life Account. The Separate Account is registered with the SEC as a unit investment trust under the Investment Company Act of 1940. The SEC does not supervise the management, investment practices or policies of the Separate Account or of the Company. Any guarantee under the policy where the amount of the guarantee exceeds the policy value in the Separate Account, such as potentially payment of a death benefit, payment under an optional rider, or payment of interest credited to the GIA is subject to our claims-paying ability and financial strength.
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The Separate Account purchases shares in mutual funds called “underlying funds.” The Separate Account is divided into sections called “investment options”. There is a corresponding investment option for each underlying fund in which the Separate Account invests. You do not invest directly in the underlying funds. Instead, the policy value you allocate to the Separate Account purchases “units” of the Separate Account. The units are allocated to the investment options of your choice. Each time you buy units of the Separate Account, the Separate Account purchases shares of the corresponding underlying fund. The value of your units will vary. Please refer to “Policy Values” for more details on unit values and to “the Variable Investment Options” for more information about the funds.
Nassau Life does not guarantee the investment performance of the Separate Account or any of its investment options. The policy value allocated to the Separate Account depends on the investment performance of the underlying funds. As policy owner, you bear the full investment risk for all monies invested in the Separate Account. Nassau Life Insurance Company is obligated to pay all amounts contractually owed under the policies.
The Separate Account has several investment options with varying degrees of investment risk. You may make contributions to the Separate Account but you assume all of the investment risk for the policy value that you contribute and allocate to the Separate Account. Under New York law these Separate Account assets are segregated from our general account and all income, gains or losses, whether or not realized, credited to or charged against the amounts placed in the Separate Account reflect the Separate Account's own investment experience without regard to the other income, gains and losses from any other business or activity of the insurer. The assets of the Separate Account may not be used to pay liabilities arising out of any other business that an insurer conducts and as such are insulated from the creditors of the insurer. However, the assets in the Separate Account are attributable to more than one variable life insurance product that we sell. Therefore, although these assets are insulated from our creditors, they all may be used to support Separate Account obligations. To the extent that the assets in the Separate Account become deficient for any reason, we will transfer assets from our General Account to the extent they are available.
We reserve the right to add, remove, modify, or substitute underlying funds in which the Separate Account invests.
We may choose to include performance history of the investment options or the underlying funds in advertisements, sales literature or reports. Performance information about each investment option is based on past performance and is not an indication of future performance. Historical returns are usually calculated for one year, five years and ten years. If the investment option has not been in existence for at least one year, returns are calculated from inception of the investment option.
A valuation date is every day the NYSE is open for trading and Nassau Life is open for business. On each valuation date, the value of the Separate Account is determined at the close of the NYSE (normally 4:00 p.m. Eastern Time). Each Valuation Date closes at the same time as the NYSE.
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We legally own all fund shares held by the investment options; however, we vote those shares at shareholder meetings according to voting instructions we receive from policy owners with an interest in the investment options. We may decide to vote the shares in our own right should the law change to permit us to do so.
While your policy is in effect, you may provide us with voting instructions for each investment option in which you have an interest. We determine the number of votes you may cast by applying your percentage interest in an investment option to the total number of votes attributable to the investment option. When determining the number of votes, fractional shares will be recognized.
We will send you or, if permitted by law, make available electronically, proxy material, reports and other materials relevant to the investment options in which you have a voting interest. In order to vote you must complete the proxy form and return it with your voting instructions. You may also be able to vote your interest by telephone or over the Internet if such instructions are included in the proxy material. We will vote all of the shares we own on your behalf, in accordance with your instructions. We will vote the shares for which we do not receive instructions, and any other shares we own, in the same proportion as the shares for which we do receive instructions. This process may result in a small number of policyowners controlling the vote.
The Variable Investment Options
You choose the variable investment options to which you allocate your purchase payments. These variable investment options are investment options of the Separate Account. The investment options invest in the underlying funds. You are not investing directly in the underlying funds. Each underlying fund is a portfolio of an open-end management investment company that is registered with the SEC under the Investment Company Act of 1940. 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 underlying funds offered through this product were selected by the Company based on several criteria, including asset class coverage, the strength of the manager’s reputation and tenure, brand recognition, performance, recommendations of fund families or distributors, and/or the capability and qualification of each sponsoring investment firm. Another factor the Company considered was whether the underlying fund or an affiliate of the underlying fund would compensate the Company for providing administrative, marketing, and support services that would otherwise be provided by the underlying fund, the underlying fund’s investment advisor, or its distributor. The types of compensation paid to the Company by an underlying fund and/or its affiliate are discussed further in the section immediately below entitled “Administrative, Marketing and Support Service Fees”.
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The Company periodically reviews the selection of underlying funds offered through this product based on various criteria, including (but not limited to) the criteria described above. Upon review, the Company may add new underlying funds or, subject to applicable law, remove underlying funds. The Company may also restrict allocation of additional premium payments or transfers to an underlying fund if the Company determines the underlying fund no longer meets one or more criteria and/or if the underlying fund has not attracted significant contract owner assets. The Company’s decision whether to add, remove, or restrict an underlying fund may be influenced by whether, and the extent to which, the underlying fund makes payments to the Company.
In addition, if any of the underlying funds become available for allocating premium payments, or if we believe that further investment in an underlying fund is inappropriate for the purposes of the policy, we may substitute shares of another underlying fund for those held by the affected investment option. However, we will not make any substitutions without notifying you and obtaining any state and SEC approval, if necessary. From time to time we may make new investment options available.
Each underlying fund and the associated investment option of the Separate Account is subject to market fluctuations and has varying degrees of risk and there can be no assurance that any investment option or underlying fund 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 the Appendix to this prospectus. See Appendix A: Investment Options Available Under the Policy Each underlying fund has issued a prospectus that contains more detailed information about the fund. You can obtain this information at no cost by calling 1-800-541-0171 or by going to our website at https://nassau.onlineprospectus.net/Nassau/Products/index.html. You can also send an email request to\ [email protected].
Administrative, Marketing and Support Service Fees
The Company and/or the principal underwriter for the policy have entered into agreements with the investment advisor, subadvisor, distributor, and/or affiliated companies of most of the underlying funds under which the Company and the principal underwriter for the policies receive payments. These agreements compensate the Company and the principal underwriter for the policies for providing certain administrative, marketing, or other support services to the underlying funds. Proceeds of these payments may be used for any corporate purpose, including payment of expenses that the Company and/or the principal underwriter for the policies incur in promoting, issuing, distributing and administering the policies. As stated previously, such payments are a factor in choosing which funds to offer in the Company’s variable products. These payments may be significant and the Company and its affiliates may profit from them.
The payments are generally based on a percentage of the average assets of each underlying fund allocated to the variable investment options under the policy or other contracts offered by the Company. The amount of the fee that an underlying fund and its affiliates pay the Company and/or the Company’s affiliates is negotiated and varies with each underlying fund. Aggregate fees relating to the different underlying funds may be as much as 0.40% of the average net assets of an underlying fund attributable to the relevant contracts. A portion of these payments may come from revenue derived from the Distribution and/or Service Fees (12b-1 fees) that are paid by an underlying fund out of its assets as part of its Total Annual Operating Expenses and is not paid directly from the assets of your variable insurance policy.
These payments reflect in part the administrative service expense savings derived by the funds by having a sole shareholder rather than multiple shareholders in connection with the Separate Account’s investments in the funds.
These administrative services may include, but are not limited to, providing information about the funds from time to time, answering questions concerning the funds, including questions respecting variable policy owners’ interests in one or more of the funds, distributing, printing, and mailing of: the underlying funds’ prospectus and any applicable supplement; annual and semi-annual reports; proxy materials (including tabulating and transmitting proxies executed by or on behalf of variable policy owners); electronic and teleservicing support in connection with the funds; maintenance of investor records reflecting shares purchased, redeemed, transferred and share balances, and conveyance of that information to the fund.
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The Guaranteed Interest Accounts
In addition to the Separate Account, you may allocate premiums or transfer values to the Guaranteed Interest Account or Long- term Guaranteed Interest Accounts. Amounts you allocate to the Guaranteed Interest Accounts are deposited in our general account. You do not share in the investment experience of our General Account. Rather, we guarantee a minimum rate of return on the allocated amounts. Although we are not obligated to credit interest at a higher rate than the minimum, we may credit any excess interest as determined by us based on expected investment yield information.
The Long-term Guaranteed Interest Account has more restrictive transfer options out of the General Account than the Guaranteed Interest Account so that longer term investments can be made.
We reserve the right to limit total deposits to the Guaranteed Interest Accounts to no more than $250,000 during any one-week period per policy.
You may make transfers into the Guaranteed Interest Accounts at any time. In general, you may make only one transfer per year from the Guaranteed Interest Accounts. Transfers from the Guaranteed Interest Accounts may also be subject to other rules as described in this prospectus.
We have not registered interests in our General Account under the Securities Act of 1933, nor have we registered our General Account as an investment company under the Investment Company Act of 1940, as amended. Therefore, neither the General Account nor any of its interests are subject to these Acts. These disclosures may be subject to certain provisions of the federal securities law regarding accuracy and completeness of statements made in this prospectus.
The features specific to each type of Guaranteed Interest Account are detailed below.
We reserve the right to limit transfers to the Guaranteed Interest Account to no more than $250,000 during any one-week period per policy. The amount that can be transferred out is limited to the greater of $1,000 or 25% of the policy value in the non-loaned portion of the Guaranteed Interest Account as of the date of the transfer. You may transfer the total policy value out of the Guaranteed Interest Account to one or more of the investment options over a consecutive 4-year period according to the following schedule:
| ● First Year: | 25% of the total value | |
| ● Second Year: | 33% of remaining value | |
| ● Third Year: | 50% of remaining value | |
| ● Fourth Year: | 100% of remaining value |
Long-term Guaranteed Interest Account
This investment option is only available to Joint Edge policies issued on or after July 1, 2004. This investment option is not available for Flex Edge Success policies. The amount that can be transferred out is limited to the greatest of (a) $1,000, (b) 10% of the policy value in the Long-term Guaranteed Interest Account as of the date of the transfer, or (c) the amount of policy value transferred out of the Long-term Guaranteed Interest Account in the prior policy year.
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Transfers from the Long-term Guaranteed Interest Account are not permitted under the Systematic Transfer Programs.
We reserve the right to limit transfers and cumulative premium payments to $1,000,000 over a 12-month period.
Charges are deducted in connection with the policy to compensate us for:
| ● | our expenses in selling the policy; |
| ● | underwriting and issuing the policy; |
| ● | premium and federal taxes incurred on premiums received; |
| ● | providing the insurance benefits set forth in the policy; and |
| ● | assuming certain risks in connection with the policy. |
The nature and amount of these charges are more fully described in sections below.
When we issue policies under group or sponsored arrangements, we may reduce or eliminate the:
| ● | issue expense charge; and/or |
| ● | surrender charge. |
Sales to a group or through sponsored arrangement often result in lower per policy costs and often involve a greater stability of premiums paid into the policies. Under such circumstances, Nassau Life tries to pass these savings on to the purchasers. The amount of reduction will be determined on a case-by-case basis and will reflect the cost reduction we expect as a result of these group or sponsored sales.
Certain charges are deducted only once, others are deducted periodically, while certain others are deducted only if certain events occur.
Charges Deducted from Premium Payments
Premium Tax Charge
Various states (and counties and cities) impose a tax on premiums received by insurance companies. Premium taxes vary from state to state. Currently, these taxes range from 0.5% to 3.5% of premiums paid. Moreover, certain municipalities also impose taxes on premiums paid, in addition to the state taxes imposed. The premium tax charge represents an amount we consider necessary to pay all premium taxes imposed by these taxing authorities, and we do not expect to derive a profit from this charge. Single life policies will be assessed a tax charge equal to 2.25% of the premiums paid. Multiple life policies will be assessed the actual premium tax incurred. These charges are deducted from each premium payment.
Federal Tax Charge
A charge equal to 1.50% of each premium will be deducted from each premium payment on a single life policy to cover the estimated cost to us of the federal income tax treatment of deferred acquisition costs. There is no Federal Tax charge on multiple life policies.
Monthly Charges
We make monthly deductions on each monthly calculation day. The amount we deduct is allocated among investment options and the non-loaned portion of the Guaranteed Interest Account and the Long-term Guaranteed Interest Account (the Long-term Guaranteed Interest Account is not available for Flex Edge Success. It is only available for Joint Edge policies issued after 07/01/2004) based on your specified allocation schedule.
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You will select this schedule in your application, and you can change it later. If the amount allocated to an investment option or the non-loaned portion of the Guaranteed Interest Account is less than the amount to be deducted, unless we agree otherwise, we will proportionally increase the deduction from the other investment options or Guaranteed Interest Account.
| ● | Administrative Charge. This charge covers the cost of daily administration, monthly processing, updating daily values and for annual/quarterly statements. We guarantee this charge will never exceed $10 per month. |
| ● | Cost of Insurance. We determine this charge by multiplying the appropriate cost of insurance rate by the amount at risk. The amount at risk is the difference between your policy’s death benefit and your policy value. We generally base our rates on the insured person’s gender, attained age, and risk class. We also consider the duration, or how long the policy has been in force. We are not permitted to consider gender as a factor in some states and under certain qualified plans. We base the current monthly cost of insurance charge on what we expect our future mortality experiences will be. Charges will not exceed the guaranteed cost of insurance rates set forth in your policy. The guaranteed maximum rates are equal to 100% of the 1980 Commissioners’ Standard Ordinary Mortality Table, adjusted for risk classifications. We will apply any change in our cost of insurance rates uniformly to all persons of the same gender, insurance age and risk class whose policies have been in force for the same length of time. |
We currently insure each life as either a standard risk class or a risk class involving a higher mortality risk. We determine your risk class based on your health and the medical information you provide. A life in the standard risk classes will have a lower cost of insurance for an otherwise identical policy, than a life in a higher mortality risk class. A nonsmoker will generally incur a lower cost of insurance than a similarly situated smoker.
| ● | Issue Expense Charge. This charge helps us pay the underwriting and start-up expenses we incur when we issue the policy. There is an issue expense charge generally equal to $1.50 per $1,000 of base face amount with a $600 maximum. One twelfth of the charge is deducted on each monthly calculation day, for the first policy year. For single life policies we charge $1.50 per $1,000 of initial face amount to a maximum of $600. For multiple life policies we charge $150. We can vary the amount of these charges with respect to specific policies that we issue. |
You will incur a new issue expense charge if you increase your policy’s face amount. We will assess the new charge only on the amount of the increase.
| ● | Cost of Optional Insurance Benefits. Certain policy riders require the payment of additional premiums to pay for the benefit provided by the rider. These options are available if approved in your state. |
Certain riders are available at no charge:
| ● | Living Benefits Rider (for single life policies). This rider allows, in the event of terminal illness of the insured, an accelerated payment of up to 75% of the policy’s death benefit, to a maximum of $250,000, with the provision that a minimum of $10,000 face amount remain on the policy thereafter. |
| ● | Cash Value Accumulation Rider (for single life policies). You must elect this rider before we issue your policy. The rider generally allows you to pay more premium than would otherwise be permitted. |
| ● | Whole Life Exchange Option Rider (for single life policies). This rider permits you to exchange a Policy for a fixed benefit whole life policy at the later of age 65 and Policy Year 15. This Rider is no longer available. |
| ● | Policy Exchange Option Rider (for multiple life policies). This rider provides for the exchange of the multiple life policy for single life policies. |
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We charge for providing benefits under the following riders:
| ● | Disability Waiver of Specified Premium Rider (for single life policies) charges will depend on the age and gender of the person we insure, and the amount of premium waived. We also offer this rider with substandard ratings of 150% and 200%. We insure people from age five through 60 under this rider and terminate the rider when the insured person reaches age 65. |
| ● | Accidental Death Benefit Rider (for single life policies) charges vary based on age, sex, and amount of additional death benefit. |
| ● | Purchase Protection Plan Rider (for single life policies) charges vary based on age. The maximum number of PPP units allowed varies with issue age and cannot be more than twice the initial base face amount in thousands. This rider is available to those we insure up to age 37. |
| ● | Child Term Rider charges (for single life policies) depend on the child’s age and gender, and the Rider’s face amount. This rider is available for children up to age 17, and will terminate when the child reaches age 25. |
| ● | Family Term Rider (for single life policies) charges vary based on the age(s), gender(s), smoker classification(s) of the family members and with the Rider’ face amount. This rider is available for family members of the person insured under the policy who are between the ages of 18 and 60, and will terminate when the family member reaches age 70. |
| ● | Business Term Rider (for single life policies) charges vary based on age(s), gender(s), smoker classification(s), and table rating (s), and the Rider’s face amount. |
| ● | Death Benefit Protection Rider (for single life policies) charge is based upon the face amount. |
| ● | Disability Benefit Rider (for multiple life policies) charge is based on the age(s), gender(s), smoker classification(s), specified amount and the number of insureds. |
| ● | Survivor Purchase Option Rider (for multiple life policies) charge is based upon the face amount of the policy. |
| ● | Term Insurance Rider (for multiple life policies) based on the age(s), gender(s), smoker classifications of the persons insureds. |
Daily Charges
We deduct a percentage each business day from every investment option. This deduction is reflected in each investment option’s daily value.
| ● | Mortality and Expense Risk Charge. We assume a mortality risk that, as a whole, the lives we insure may be shorter than we expected. We would then pay greater total death benefits than we had expected. |
We assume an expense risk that expenses we incur in issuing and maintaining the policies may exceed the administrative charges expected for the policies.
We also assume other risks associated with issuing the policies, such as incurring greater than expected costs due to policy loans.
If our expenses do not exceed the charges, or if our mortality projections prove to be accurate, we may profit from this charge. We may use profits from this charge for any proper purpose, including the payment of sales expenses or any other expenses that may exceed income in a given year.
We will deduct this charge only from your investments in the Separate Account. We do not make any deduction for this charge from policy value allocated to the Guaranteed Interest Account.
Current Mortality and Expense Risk Charge:
Single Life Policies and Multiple Life Policies (issued on or after July 16, 2004):
| ● Policy years one through 15: | .80% annually; | |||
| ● Policy years 16 and after: | .25% annually. |
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Multiple Life Policies (issued prior to July 16, 2004):
| ● For all policy years: | .80% annually. |
| ● | Loan Interest Charged. We charge your policy for outstanding loans. The interest rates illustrated in the tables below are representative of what we might charge, but note that we can vary the amount of these rates with respect to specific policies that we issue. As shown, the rate we charge your policy is higher than the rate we credit your account value. These rates apply until the person insured reaches age 65; the rates for years 16 and after apply after attained age 65. |
Single Life Policies
| ● Policy years 1-10 (or insured’s age 65 if earlier): | 4 | % | ||
| ● Policy years 11-15: | 3 | % | ||
| ● Policy years 16 and thereafter: | 2½ | % |
Single Life policies – New York and New Jersey only
| ● Policy years 1-10 (for insured’s age 65 if earlier): | 6 | % | ||
| ● Policy years 11-15: | 5 | % | ||
| ● Policy years 16 and thereafter: | 4½ | % |
Multiple Life Policies
| ● Policy years 1-10: | 8 | % | ||
| ● Policy years 11 and thereafter: | 7 | % |
Loans can reduce the policy’s death benefit. We deduct the amount of any outstanding loans plus any accrued loan interest before we calculate the death benefit.
These are other charges that are imposed only if certain events occur.
| ● | Surrender Charge. During the first ten policy years, there is a difference between the amount of policy value and the amount of cash surrender value of the policy. This difference is the surrender charge, which is a contingent deferred sales charge. The surrender charge is designed to recover the expense of distributing policies that are terminated before distribution expenses have been recouped from revenue generated by these policies. These are contingent charges because they are paid from the policy value only if the policy is surrendered (or the face amount is reduced or the policy lapses) during this period. |
| During the first ten policy years, the surrender charge described below will apply if you either surrender the policy for its cash surrender value or allow the policy to lapse. The surrender charge begins to decrease after five policy years, and becomes zero after ten policy years. There is no Surrender charge after the 10th policy year. During the first two policy years on single life policies and during the first ten policy years on multiple life policies, the maximum surrender charge that a policyowner could pay while he or she owns the policy is the amount shown in the policy’s surrender charge schedule, or equal to either A plus B (as shown below), whichever is less. After the first two policy years on single life policies, the maximum surrender charge that a policyowner could pay is based on the amount shown in the policy’s surrender charge schedule. |
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A is equal to:
| 1) | 28.5% of all premiums paid (up to and including the amount stated in the policy’s surrender charge schedule, which is calculated according to a formula contained in a SEC rule); plus |
| 2) | 8.5% of all premiums paid in excess of this amount but not greater than twice this amount; plus |
| 3) | 7.5% of all premiums paid in excess of twice this amount. |
B is equal to $5 per $1,000 of initial face amount.
The following is the surrender charge schedule for a male age 35 in the nonsmoker classification at a face amount of $100,000.
Surrender Charge Schedule
| Policy Month | Surrender Charge | Policy Month | Surrender Charge | ||||||||||
| 1-60 | $ | 1307.54 | 86 | $ | 993.58 | ||||||||
| 61 | 1295.46 | 87 | 981.50 | ||||||||||
| 62 | 1283.39 | 88 | 969.43 | ||||||||||
| 63 | 1271.31 | 89 | 957.35 | ||||||||||
| 64 | 1259.24 | 90 | 945.28 | ||||||||||
| 65 | 1247.16 | 91 | 933.20 | ||||||||||
| 66 | 1235.08 | 92 | 921.13 | ||||||||||
| 67 | 1223.01 | 93 | 909.05 | ||||||||||
| 68 | 1210.93 | 94 | $ | 896.97 | |||||||||
| 69 | 1198.86 | 95 | 884.90 | ||||||||||
| 70 | 1186.78 | 96 | 872.82 | ||||||||||
| 71 | 1174.71 | 97 | 836.39 | ||||||||||
| 72 | 1162.63 | 98 | 799.95 | ||||||||||
| 73 | 1150.56 | 99 | 763.52 | ||||||||||
| 74 | 1138.48 | 100 | 727.09 | ||||||||||
| 75 | 1126.41 | 101 | 690.65 | ||||||||||
| 76 | 1114.33 | 102 | 654.22 | ||||||||||
| 77 | 1102.26 | 103 | 617.78 | ||||||||||
| 78 | 1090.18 | 104 | 581.35 | ||||||||||
| 79 | 1078.10 | 105 | 544.91 | ||||||||||
| 80 | 1066.03 | 106 | 508.48 | ||||||||||
| 81 | 1053.95 | 107 | 472.05 | ||||||||||
| 82 | 1041.88 | 108 | $ | 435.61 | |||||||||
| 83 | 1029.80 | 109 | 399.18 | ||||||||||
| 84 | 1017.73 | 110 | 362.74 | ||||||||||
| 85 | 1005.65 | 111 | 326.31 | ||||||||||
| 112 | $ | 289.97 | 117 | $ | 107.70 | ||||||||
| 113 | 253.44 | 118 | 71.27 | ||||||||||
| 114 | 217.01 | 119 | 34.83 | ||||||||||
| 115 | 180.57 | 120 | .00 | ||||||||||
| 116 | 144.14 | ||||||||||||
| ● | Partial Surrender Charge (partial surrender or face amount decrease). If less than all of the policy is surrendered, the amount withdrawn is a “partial surrender.” A charge is deducted from the policy value upon a partial surrender of the policy. This is equal to the charge that would apply upon a full surrender multiplied by the partial surrender amount divided by the result of subtracting the full surrender charge from the policy value. We withdraw this amount from the investment options and the Guaranteed Interest Account in the same proportion as for the withdrawal. |
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A partial surrender charge also is deducted from policy value upon a decrease in face amount. The charge is equal to the applicable surrender charge multiplied by a fraction equal to the decrease in face amount divided by the face amount of the policy prior to the decrease.
| ● | Partial Surrender Fee. In the case of a partial surrender, an additional fee is imposed. This fee is equal to 2% of the amount withdrawn but not more than $25. It is intended to recover the actual costs of processing the partial surrender request and will be deducted from each investment option and Guaranteed Interest Account in the same proportion as the withdrawal is allocated. If no allocation is made at the time of the request for the partial surrender, withdrawal allocation will be made in the same manner as are monthly deductions. |
| ● | Transfer Charge. Currently we do not charge for transfers between investment options, however we reserve the right to charge up to $10 for each transfer in excess of two each calendar year. This charge, if implemented would be intended to recoup the cost of administering the transfer. |
Currently no charge is made to the Separate Account for federal income taxes that may be attributable to the Separate Account. We may, however, make such a charge in the future for these or any other taxes attributable to the Separate Account.
Charges deducted from, and expenses paid out of, the assets of the underlying funds are described in the prospectuses for the underlying funds.
The number of units credited to an investment option of the Separate Account will be determined by dividing the portion of the net premium applied to that variable investment option by the unit value of the investment option on the payment date. The manner in which unit values are calculated is set forth in the Statement of Additional Information, which is available free of charge.
You may increase or decrease the planned premium amount (within limits) or payment frequency at any time by writing to our Customer Service Office. We reserve the right to limit increases to such maximums as may be established from time to time. Additional premium payments may be made at any time. Each premium payment must at least equal $25 or, if made during a grace period, the payment must equal the amount needed to prevent lapse of the policy.
The Contract
The policy and attached copy of the application are the entire contract. Only statements in the application can be used to void the policy. The statements are considered representations and not warranties. Only an executive officer of Nassau can agree to change or waive any provisions of the policy.
Suicide
If the insured (or either of the insureds with respect to survivorship policies) commits suicide within two years after the policy’s date of issue, the policy will stop and become void. We will pay you the policy value adjusted by the addition of any monthly deductions and other fees and charges, minus any debt owed to us under the policy.
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Incontestability
We cannot contest this policy or any attached rider after it has been in force during the insured’s (or either of the insureds with respect to survivorship policies) lifetime or for two years from the policy date. However, if the policy is reinstated or if there is any increase in face amount then the death benefit payable under the reinstated policy or the face amount increase may be limited if any insured commits suicide within certain time periods specified by state law, generally two years from the date that the policy was reinstated or a face amount increase was made.
Additionally, we may contest a policy for certain misstatements made in any application for reinstatement or for any face amount increase within the two year period following the reinstatement or face amount increase. If we contest the policy on this basis, we will only pay the sum of all monthly deductions taken under the policy for the contested face amount and any premium we required for the contested face amount, whichever is greater.
Also, if any insured’s age or gender was misstated in the application for reinstatement or face amount increase, we will adjust the amount of any death benefit as described in the policy. Upon adjustment, the death benefit will be the amount provided by the most recent monthly insurance charges using correct age and gender for the particular insured.
Misstatement of Age or Sex in the Application
If the age or sex of the insured (or either of the insureds with respect to survivorship policies) has been misstated, the death benefit will be adjusted based on what the cost of insurance charge for the most recent monthly deduction would have purchased based on the correct age and sex.
Owner
The owner is the person who applies for the policy and who will generally make the choices that determine how the policy operates while it is in force. When we use the terms “you” or “your,” in this prospectus, we are referring to the owner.
Insured
The insured is the person on whose life the policy is issued. You name the insured in the application for the policy. We will not issue a policy for an insured that is more than 75 years old. Before issuing a policy, we will require evidence that the insured is, in fact, insurable. This will usually require a medical examination.
Beneficiary
The beneficiary is the person you name in the application to receive any death benefit. You may name different classes of beneficiaries, such as primary and secondary. These classes will set the order of payment. Unless an irrevocable beneficiary has been named, you can change the beneficiary at any time before the insured dies by sending a written request to us. Generally, the change will take effect as of the date your request is signed.
If no beneficiary is living when the insured dies, unless you have given us different instructions, we will pay you the death benefit.
If you are deceased, it will be paid to your estate.
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Assignment
The policy may be assigned. We will not be bound by the assignment until a written copy has been received and we will not be liable with respect to any payment made prior to receipt. We assume no responsibility for determining whether an assignment is valid.
We no longer make new sales of the policy. Thus, the discussion in this section regarding the procedures for making the initial purchase of a policy are those that applied to previous policy purchases, and are included here for reference purposes.
Underwriting Procedures
We base our rates on the insured person’s gender, attained age, and risk class. We may require certain medical information in order to determine the risk class of the person to be insured. We are not permitted to consider gender as a factor in some states and under certain qualified plans.
We will accept payment with your application and allocate the premium as described below. We may refuse to issue your policy within five business days, in which case we will provide a policy refund, as outlined below.
Eligible Purchasers
Any person up to the age of 75 is eligible to be insured under a newly purchased policy after providing suitable evidence of insurability. You can purchase a policy to insure the life of another person provided that you have an insurable interest (as defined in state law) in that life and the prospective insured consents. A policy also can be purchased to cover from two to five lives under one policy, for any person up to age of 80, provided there is insurable interest in all covered lives. Under such a multiple life policy, the death benefit is paid upon the first death under the policy; the policy then terminates. Such a policy could be purchased on the lives of spouses, family members, business partners or other related groups. In certain situations, the purchaser may need to provide the insured(s) with written notice and consent concerning the coverage in order to satisfy the requirements of the applicable state laws and the Internal Revenue Code (“Code”), section 101.
Premium Payments
Each policy is a flexible premium, variable universal life policy, with a death benefit, cash surrender value and a loan privilege. The policy differs from a fixed benefit whole life policy because you may allocate your premium into one or more of several investment options of the Separate Account or the Guaranteed Interest Account. Each investment option of the Separate Account, in turn, invests its assets exclusively in a portfolio of the funds. The policy value varies according to the investment performance of the series to which premiums have been allocated.
The minimum issue premium for a policy is generally 1/6 of the planned annual premium (an amount determined at the time of application) and is due on the policy date. We will not apply your initial premium payment before we approve you for coverage. Unless provided for by separate document, if you submit the initial premium payment before we make a coverage determination, we will deposit your premium into a non-interest bearing account. The insured(s) must be alive when the issue premium is paid. Thereafter, the amount and payment frequency of planned premiums are as shown on the schedule page of the policy. Subject to the limitations discussed in this section, the policy owner can change the planned premiums after providing written notice to our Customer Service Office. The issue premium payment should be delivered to your registered representative for forwarding to our Underwriting Department. Additional payments should be sent to our Customer Service Office (see the Glossary for the contact information).
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A number of factors concerning the person(s) you insure and the policy features you desire will affect our required issue premium. The person’s age, gender and risk class can affect the issue premium, as can policy features such as face amount and added benefits. We will generally allocate the issue premium, less applicable charges, according to your instructions on the valuation date we approve you for coverage assuming we have received your completed application in good order.
The policy will have a total premium limit determined by the Code Definition of Life Insurance and as shown on a schedule page to your policy. This limit is applied to the sum of all premiums paid under the policy. If the total premium limit is exceeded, the policy owner will receive the excess, with interest at an annual rate of not less than 4%, not later than 60 days after the end of the policy year in which the limit was exceeded. The policy value will then be adjusted to reflect the refund. To pay such refund, amounts taken from each investment option or the Guaranteed Interest Account will be done in the same manner as for monthly deductions. Such refund of excess premium will not be subject to a withdrawal charge. You may write to us and give us different instructions regarding the excess premium. The premium limit under the Code may be increased if additional premium is needed to prevent lapse or if we subsequently determine that additional premium would be permitted by federal laws or regulations. At all times, we may adjust the death benefit or refund excess premiums in order to ensure that the policy meets the definition of life insurance requirements of the Code.
We may delay the application of a subsequent premium payment if applying it would cause the policy to become a Modified Endowment Contract (MEC), as defined in the Code; see “Modified Endowment Contract” for more details on MECs. Generally, we will apply the portion of the subsequent premium payment that will not cause the policy to become a MEC and we will refund the balance to you. However, if we receive a subsequent premium payment that will cause the policy to become a MEC within 20 days prior to the policy anniversary date, we will hold the portion of the subsequent premium payment that would cause MEC status. We will apply the remaining portion on the policy anniversary date when it can be applied without creating a MEC. If it is your intention to create a MEC or if you would like the portion of the premium payment that will create a MEC returned to you, you must notify us in writing within thirty days of the policy anniversary date. If you intend to create a MEC, you will be required to sign a form acknowledging that you understand the tax consequences of MEC status.
For policies in which a material change has impacted the MEC testing procedure, if the material change date no longer coincides with the policy anniversary, the procedure described above for holding payments may not apply.
We may issue some policies with a Temporary Money Market Allocation Amendment. Under this amendment we allocate the net issue premium and the net of other premiums paid during your right to cancel period to the money market investment option of the Separate Account. When your right to cancel expires we allocate the policy value among the investment options and/or the Guaranteed Interest Account according to your instructions. We may use the Temporary Money Market Allocation Amendment depending on the state of issue and under certain other circumstances.
We reduce premium payments by the premium tax charge before we apply them to your policy. Single life policies will also be reduced by a federal tax charge of 1.50%. We will apply this net premium among your chosen investment options. We will buy any investment option units at the investment option unit values next calculated after we receive the premium. We establish maximum premium limits and may change them from time to time. You may make additional premium payments at any time. The minimum premium payment during a grace period is the amount needed to prevent policy lapse. At all other times the minimum acceptable payment is $25.
Minimum Face Amount
The minimum initial face amount required to purchase this policy is $100,000. After the first policy year, you may request an increase or decrease in the face amount of your policy. These requested increases and decreases are subject to certain requirements and limitations. See “Death Benefit,” “Requests for Increase in Face Amount,” and “Requests for Decrease in Face Amount” for more information.
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Payment by Check
We may wait to credit your policy if you pay by check until your check has cleared your bank.
Automated Payments
You may elect to pay subsequent premiums by pre-authorized check. Under this service, we automatically deduct premiums each month from a bank account you designate. We will not send a bill for these automatic payments. Withdrawals from your bank account will be made on the 15th of each month. You may commence the pre-authorized check service at any time, unless your policy has entered its grace period.
You can discontinue this service by contacting our Customer Service Office (see Glossary for address). We must receive notification of account changes at our Customer Service Office (see Glossary for address) at least 30 days before the next draft date. Upon termination of this service, the premium payment frequency will be changed to the most frequent modal premium available under your policy. We may automatically switch you to quarterly billing if we are unable to obtain the premium payment from your bank account. We may discontinue this service with 30 days’ written notice to you.
Allocation of Premium
We will generally allocate the issue premium less applicable charges to the Separate Account or to the Guaranteed Interest Account upon receipt of a completed application, in accordance with the allocation instructions in the application for a policy. However, policies issued in certain states and policies issued in certain states pursuant to applications which state the policy is intended to replace existing insurance, are issued with a Temporary Money Market Allocation Amendment. Under this Amendment, we temporarily allocate the entire issue premium paid less applicable charges (along with any other premiums paid during your right to cancel period) to the money market Investment Option of the Separate Account and, at the expiration of the right to cancel period, the policy value of the money market Investment Option is allocated among the investment options of the Separate Account or to the Guaranteed Interest Account in accordance with the applicant’s allocation instructions in the application for insurance.
Your current allocation instructions are what we will follow when determining how to allocate a premium payment we receive that lacks new allocation instructions in good order.
Premium payments received by us will be reduced by applicable state premium tax charge and, for the single policies, by 1.50% for federal tax charges (if applicable). The issue premium also will be reduced by the issue expense charge deducted in equal monthly installments over a 12-month period. Any unpaid balance of the issue expense charge will be paid to Nassau Life upon policy lapse or termination.
Premium payments received during a grace period, after deduction of state and federal tax charges and any sales charge, will first be used to cover any monthly deductions during the grace period. Any balance will be applied on the payment date to the various investment options of the Separate Account or to the Guaranteed Interest Account, based on the premium allocation schedule elected in the application for the policy or by your most recent instructions. See “Transfer of Policy Value—Nonsystematic Transfers.”
Your Right to Cancel
State law provides a policy owner with a right to return and cancel the policy for a limited period, generally 10 days, following receipt of the policy. Should you elect to return your policy under your right to cancel, we will treat your policy as if we had never issued it.
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The amount of premium refund you will receive depends on the law of the policy’s issue state. Depending on the law of the issue state, the refund will equal either:
| ● | the policy’s value on the date of cancellation; or |
| ● | the greater of (a) premium paid less certain amounts deducted from the policy or (b) policy value less any applicable surrender charges. |
For states that require the refund of policy value, we will return the sum of the following as of the date we receive the returned policy:
| ● | the current policy value less any debt; plus |
| ● | any monthly deductions and other charges made under the policy. |
For policies issued in states that require the full premium, less any amount surrendered or withdrawn to be refunded upon cancellation during the right to cancel period (“return of premium states”), and policies issued in certain states pursuant to applications which indicate that the policy is intended to replace existing insurance, if the policy has been issued with the Temporary Money Market Amendment, we temporarily allocate the entire issue premium paid less applicable charges (along with any other premiums paid during your right to cancel period) to the money market investment option of the Separate Account. At the expiration of the right to cancel period, the policy value of the money market investment option is allocated among the investment options of the Separate Account and to the Guaranteed Interest Accounts in accordance with your premium allocation instructions in effect.
These policies are no longer offered for new sales. With respect to prior sales of the policy, we retained the right to decline to process an application within seven days of our receipt of the completed application for insurance, and then would return the premium paid.
General
We may postpone payment of surrenders, partial withdrawals, policy loans or death benefits in certain cases including the following circumstances:
| ● | we may postpone for up to six months, payment for any transaction that depends on the value of the Guaranteed Interest Accounts; |
With respect to transactions involving the subaccounts, we may postpone payment if any of the following applies:
| ➣ | the 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. |
Transfers also may be postponed under these circumstances.
Additionally, federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances require us to block a policy owner’s ability to make certain transactions and, as a result, we may refuse to accept requests for transfers, withdrawals, surrenders or death benefits until we are instructed by the appropriate regulator to allow such transactions. We may also be required to provide additional information about you and your policy to government regulators.
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You may elect additional benefits under a policy, and you may cancel these benefits at any time. A charge will be deducted monthly from the policy value for each additional rider benefit chosen except where noted below. More details will be included in the form of a rider to the policy if any of these benefits is chosen. The following benefits are currently available and additional riders may be available as described in the policy (if approved in your state).
Single Life Policies
| ● | Disability Waiver of Specified Premium Rider. We waive the specified premium if the insured becomes totally disabled and the disability continues for at least six months. Premiums will be waived to the policy anniversary nearest the insured’s 65th birthday (provided that the disability continues). If premiums have been waived continuously during the entire five years prior to such date, the waiver will continue beyond that date. The premium will be waived upon our receipt of notice that the Insured is totally disabled and that the disability occurred while the rider was in force. This rider is elected at issue. |
| ● | Accidental Death Benefit Rider. An additional death benefit will be paid before the policy anniversary nearest the insured’s 75th birthday, if: |
| ● | the insured dies from bodily injury that results from a covered accident; and |
| ● | the insured dies no later than 90 days after injury. |
We assess a monthly charge for this rider. This policy is elected at issue.
| ● | Death Benefit Protection Rider. The purchase of this rider provides that the death benefit will be guaranteed. The amount of the guaranteed death benefit is equal to the initial face amount, or the face amount that you may increase or decrease, provided that certain minimum premiums are paid. Unless we agree otherwise, the initial face amount and the face amount remaining after any decrease must at least equal $50,000 and the minimum issue age of the insured must be 20. Three death benefit guarantee periods are available. The minimum premium required to maintain the guaranteed death benefit is based on the length of the guarantee period as elected on the application. The three available guarantee periods are: |
| 1) | death benefit guaranteed until the later of the policy anniversary nearest the insured’s 70th birthday or policy year 7; |
| 2) | death benefit guaranteed until the later of the policy anniversary nearest the insured’s 80th birthday or policy year ten; |
| 3) | death benefit guaranteed until the later of the policy anniversary nearest the insured’s 95th birthday. |
Death benefit guarantee periods 1 or 2 may be extended provided that the policy’s cash surrender value is sufficient and you pay the new minimum required premium.
For policies issued in New York, two guarantee periods are available:
| 1) | The policy anniversary nearest the Insured’s 75th birthday or the 10th policy year; or |
| 2) | The policy anniversary nearest the Insured’s 95th birthday. |
| ● | Purchase Protection Plan Rider. Under this rider you may, at predetermined future dates, purchase additional insurance protection without evidence of insurability. |
| ● | Living Benefit Rider. Under certain conditions, in the event of the terminal illness of the insured, an accelerated payment of up to 75% of the policy’s death benefit (up to a maximum of $250,000) is available. The minimum face amount of the policy after any such accelerated benefit payment is $10,000. There is no charge for this rider. This rider is automatically attached to the policy at issue. However, the rider is not available with qualified plans. |
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| ● | Cash Value Accumulation Rider. This rider generally permits you to pay more in premium than otherwise would be permitted. This rider must be elected before the policy is issued. There is no charge for this rider. |
| ● | Child Term Rider. This rider provides annually renewable term coverage on children of the insured who are between 14 days old and age 18. The term insurance is renewable to age 25. Each child will be insured under a separate rider and the amount of insurance must be the same. Coverage may be converted to a new whole life or variable insurance policy at any time prior to the policy anniversary nearest insured child’s 25th birthday. |
We assess a monthly charge for this rider. This rider is elected at issue, at adoption, or at birth (child must be at least 14 days old).
| ● | Family Term Rider. This rider provides annually renewable term insurance coverage to age 70 on the insured or members of the insured’s immediate family who are at least 18 years of age. The rider is fully convertible through age 70 for each insured to either a fixed benefit or variable policy. This policy is elected at issue. |
| ● | Business Term Rider. This rider provides annually renewable term insurance coverage to age 95 on the life of the insured under the base policy. The face amount of the term insurance may be level or increasing. The initial rider death benefit cannot exceed six times the initial base policy. This rider is available only for policies sold in the corporate-owned life insurance market, employer-sponsored life insurance market or other business-related life insurance market. |
| ● | Whole Life Exchange Option Rider. This rider permits you to exchange the policy for a fixed benefit whole life policy at the later of age 65 or policy year 15. There is no charge for this option. This option is no longer available. |
Multiple Lives Policies
| ● | Disability Benefit Rider. In the case of disability of the insured, a specified monthly amount may be credited to the policy and the monthly deductions will be waived. A Disability Benefit rider may be provided on any or all eligible insureds. The specified amount selected must be the same for all who elect coverage. This rider is elected at issue. |
| ● | Survivor Purchase Option Rider. The survivor(s) may purchase a new Life Policy for a face amount equal to that of the original policy upon the first death. The new policy will be based upon attained age rates. |
| ● | Term Insurance Rider. The Term Insurance Rider enables the face amount of coverage on each life to be individually specified. A rider is available for each insured and the face amount of coverage under the rider may differ for each insured. Based upon the policyowner’s election at issue, the rider will provide coverage for all insureds to either age 70 or maturity of the policy. The termination age specified must be the same for all insureds. This rider is elected at issue. |
| ● | Policy Exchange Option Rider. The Multiple Life Policy may be exchanged for single life policies where the total face amount under the policies is no greater than that under the original policy. There is no charge for this rider. Exercise of this rider is a taxable event. For federal income tax purposes, where there is a change of insureds, it is treated as if the original policy was surrendered and a new policy acquired. Any gain in the policy at the time of the change of insureds is taxable to the policyholder at that time. |
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Flex Edge Success
There are two death benefit options under Flex Edge Success, called Option 1 and Option 2. If no option is elected, Option 1 will apply.
The death benefit under Option 1 equals the policy’s face amount on the date of the death of the insured or, if greater, the minimum death benefit on the date of death.
Under Option 2, the death benefit equals the policy’s face amount on the date of the death of the insured, plus the policy value or, if greater, the minimum death benefit on that date.
Please see the following, as a hypothetical illustration of how each death benefit amount is determined:
Option 1: For example, if the policy’s face amount on the date of the insured’s death were $200,000 and the minimum death benefit were $250,000 (i.e., the policy value of $125,000 on the date of the insured’s death, increased by a percentage of 100%, as determined from a table in the policy), then the death benefit under Option 1 would be $250,000.
Option 2: For example, if the policy’s face amount on the date of the insured’s death were $200,000 and the minimum death benefit were $250,000 (i.e., the policy value of $125,000 on the date of the insured’s death, increased by a percentage of 100%, as determined from a table in the policy), then the death benefit under Option 2 would be $325,000 ($200,000 + $125,000).
Joint Edge
There are three death benefit options under Joint Edge – designated as Option A, Option B, and Option C. The amount of each death benefit is determined as follows:
Option A - Level. The death benefit amount is equal to the greater of the face amount of the policy and the minimum death benefit.
Option B - Increasing. The death benefit amount is equal to the greater of (a) the policy face amount plus the policy value and (b) the minimum death benefit.
Option C – Return of Premium. The death benefit amount is equal to the greater of (a) the policy face amount plus the Option C increase amount and (b) the minimum death benefit. The Option C increase amount is equal to gross premiums minus net withdrawals, is subject to a maximum, and is not less than zero. The maximum Option C increase amount equals the lesser of (a) 250% of the policy face amount and (b) the amount that would make the total death benefit equal the Company’s reinsurance limits as follows:
| Issue Ages | Standard Risk | 125%-200% or Flat Extra |
||||||
| 18-70 | $ | 35 million | $ | 35 million | ||||
| 71-80 | $ | 35 million | $ | 21 million | ||||
| 81-85** | $ | 14 million | $ | 8.75 million | ||||
| ** | by exception only |
For purposes of the Option C increase amount calculation, “gross premiums” include regular paid premium, rollover (1035 exchange premium), and disability premiums including premiums paid by disability rider. If the policy face amount is reduced below the initial face amount because withdrawals have exceeded paid premiums, then the Option C increase amount may be reset to zero and subsequent paid premiums (net of subsequent withdrawals) will then increase the Option C increase amount.
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Please see the following, as a hypothetical illustration of how each death benefit Option amount under Joint Edge is determined:
Option A: For example, if the policy’s face amount on the date of the insured’s death were $200,000 and the minimum death benefit were $250,000 (i.e., the policy value of $125,000 on the date of the insured’s death, increased by a percentage of 100%, as determined from a table in the policy), then the death benefit under Option A would be $250,000.
Option B: For example, if the policy’s face amount on the date of the insured’s death were $200,000 and the minimum death benefit were $250,000 (i.e., the policy value of $125,000 on the date of the insured’s death, increased by a percentage of 100%, as determined from a table in the policy), then the death benefit under Option B would be $325,000 ($200,000 + $125,000).
Option C: For example, if the policy’s face amount on the date of the insured’s death were $200,000, the Option C increase amount were $100,000, and the minimum death benefit were $250,000 (i.e, the policy value of $125,000 on the date of the insured’s death, increased by a percentage of 100%, as determined from a table in the policy), then the death benefit under Option C would be $300,000 ($200,000 + $100,000).
General Death Benefit Rules For Flex Edge Success and Joint Edge
Death benefit option changes are permitted starting in policy year 2. Only one death benefit option change is permitted each policy year. Option changes will become effective on the Monthly Calculation Day coincident with or next following the day the request is approved. We will not require evidence of insurability for Death Benefit Option changes.
With respect to Joint Edge only, the policy owner may change the death benefit option only as follows: (a) from Option A to Option B (b) from Option B to Option A or (c) from Option C to Option A only. Other death benefit option changes are not allowed. The death benefit amount is not changed by an option change. Therefore,
| ● | In an Option A to Option B change, the base face amount decreases by the policy value. |
| ● | In an Option B to Option A change, the base face amount increases by the policy value. |
| ● | In an Option C to Option A change, the base face amount increases by the death benefit Option C Increase Amount (described above). |
Under either Flex Edge Success or Joint Edge, the minimum death benefit is the policy value on the date of death of the insured increased by a percentage determined from a table contained in the policy. This percentage will be based on the insured’s attained age at the beginning of the policy year in which the death occurs. Because the minimum death benefit is equal to the policy value on the date of death of the insured, the death benefit amount can be affected by factors impacting the policy value generally, such as the investment performance of the funds and the deduction of policy charges from the policy value.
Loans can reduce the policy’s death benefit. We deduct the amount of any outstanding loans plus any accrued loan interest before we calculate the death benefit.
Requests for Increase in Face Amount
Any time after the first policy anniversary, you may request an increase in the face amount of insurance provided under the policy. Requests for face amount increases must be made in writing, and we require additional evidence of insurability. The effective date of the increase generally will be the policy anniversary following approval of the increase. The increase may not be less than $25,000 and no increase will be permitted after the insured’s age 75. A typical charge for the increase is $1.50 per $1,000 of face amount increase requested, subject to a maximum of $600, but we may vary the charge amount with respect to specific policies we issue. No additional monthly administration charge will be assessed for face amount increase. We will deduct any charges associated with the increase (the increases in cost of insurance charges), from the policy value, whether or not you pay an additional premium in connection with the increase. The surrender charge applicable to the policy also will increase. At the time of the increase, the cash value must be sufficient to pay the monthly deduction on that date, or additional premiums will be paid on or before the effective date. Also, a new Free Look Period (see “The Summary—Right to Cancel”) will be established for the amount of the increase. The maximum face amount is $29 million for Flex Edge Success and $25 million for Joint Edge.
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Partial Surrender and Decreases in Face Amount: Effect on Death Benefit
A partial surrender or a decrease in face amount generally decreases the death benefit. Upon a decrease in face amount or partial surrender, a partial surrender charge will be deducted from policy value based on the amount of the decrease or partial surrender. If the charge is related to a decrease in face amount, the death benefit under a policy would be reduced on the next monthly calculation day. If the charge is related to a partial surrender, the death benefit under a policy would be reduced immediately. A decrease in the death benefit may have certain income tax consequences. See “Federal Income Tax Considerations.”
Requests for Decrease in Face Amount
You may request a decrease in face amount at any time after the first policy year. Unless we agree otherwise, the decrease must be at least equal to $10,000 and face amount remaining after the decrease must be at least $25,000. All face amount decrease requests must be in writing and will be effective on the first monthly calculation day following the date we approve the request. A partial surrender charge will be deducted from the policy value based on the amount of the decrease. The charge will equal the applicable surrender charge that would apply to a full surrender multiplied by a fraction (which is equal to the decrease in face amount divided by the face amount of the policy before the decrease). A decrease in the death benefit may have federal income tax consequences.
Other Benefits Available Under the Policy
In addition to the standard death benefit(s) associated with your contract, 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 C: Financial Intermediary Variations.
| Name of Benefit | Purpose | Is Benefit Standard or Optional |
Brief Description of Restrictions/ Limitations | |||
| ||||||
| Asset Allocation and Strategic Programs | Programs involving allocation of policy value to underlying funds designed to maximize returns and limit effects of market volatility for given level of risk tolerance | Standard |
● May participate in only one program at a time
● Programs may be discontinued or modified in the future | |||
| Asset Rebalancing Program | Automatically rebalances selected investment options to maintain original percentage allocations | Standard | ● Cannot use while Dollar Cost Averaging Program in effect | |||
| Dollar Cost Averaging Program | You can allocate initial or subsequent premium to one of the investment options or the Guaranteed Interest Account (a “source account”) and periodically | Standard | ● You must have at least $1,000 in the source account to begin a Dollar Cost Averaging Program | |||
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| Name of Benefit | Purpose | Is Benefit Standard or Optional |
Brief Description of Restrictions/ Limitations | |||
|
we will make transfers from the source account you designate to one or several of the available investment options and the Long-term Guaranteed Interest Account. |
● Dollar Cost Averaging Program is not available if you invest through a bank draft program. (The bank draft program allows the customer to make premium payments through a direct transfer of funds from a bank account)
● Dollar Cost Averaging Program is not available while the Asset Rebalancing Program is in effect. | |||||
| Death Benefit Protection Rider | Provides for a guaranteed amount of death benefit | Optional |
● Unless we agree otherwise, the initial face amount and the face amount remaining after any decrease must equal at least $50,000 and the minimum issue age of the insured must be 20.
● Available only with single life policies. | |||
| Purchase Protection Plan Rider | Allows you to purchase additional insurance protection without evidence of insurability | Optional |
● Future dates on which you may purchase additional insurance are predetermined
● Available only with single life policies. | |||
| Disability Waiver of Specified Premium Rider | Waives policy premium if insured is totally disabled and disability occurred while rider was in force | Optional |
● Rider can be elected only on the policy issue date.
● Available only with single life policies | |||
| Accidental Death Benefit Rider | Pays additional death benefit if insured dies from bodily injury resulting from accident | Optional |
● Death must occur no later than 90 days after the injury
● Available only with single life policies. | |||
| Living Benefits Rider | In the event of terminal illness of insured, makes an accelerated payment of up to 75% of policy’s death benefit | Optional |
● Maximum benefit of $250,000
● Minimum face amount after accelerated benefit payment is $10,000
● Available only with single life policies. | |||
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| Name of Benefit | Purpose | Is Benefit Standard or Optional |
Brief Description of Restrictions/ Limitations | |||
|
Whole Life Exchange Option Rider |
Permits you to exchange policy for a fixed benefit whole life policy | Optional | ● Rider is no longer available | |||
| Child Term Rider | Provides annually renewable term coverage on children of insured between 14 days old and age 18. | Optional |
● Term insurance is renewable to age 25.
● Available only with single life policies.
● Must be elected at issue. | |||
| Family Term Rider |
Provides annually renewable term insurance coverage to age 70 on the insured or members of insured’s immediate family who are at least 18 years of age. |
Optional |
● Must be elected at issue.
● Available only with single life policies. | |||
| Business Term Rider | Provides annually renewable term insurance to age 95 on life of insured under the base policy. | Optional |
● Initial rider death benefit cannot exceed six times the initial base policy.
● Available only with single life policies. | |||
| Cash Value Accumulation Rider | Permits you to pay more in premium than otherwise would be permitted. | Optional |
● Must be elected before policy is issued.
● Available only with single life policies. | |||
| Disability Benefit Rider | In the case of disability of insured, a specified monthly amount may be credited to policy and monthly deductions will be waived. | Optional |
● Must be elected at issue.
● Available only with multiple lives policies. | |||
| Survivor Purchase Option Rider | Survivor may purchase a new life policy for a face amount equal to that of original policy upon the first death. | Optional | ● Available only with multiple lives policies. | |||
| Term Insurance Rider | Enables the face amount of coverage on each life to be individually specified. | Optional |
● Must be elected at issue
● Available only with multiple lives policies. | |||
| Policy Exchange Option Rider | Multiple life policy may be exchanged for single life policies, where total face amount under the policies is no greater than that under original policy | Optional |
● Exercise of the rider is a taxable event.
● Available only with multiple lives policies. | |||
| Policy loan | Loan feature allows you to take loans, using policy value as collateral | Optional | ● We deduct the amount of any outstanding loans plus any accrued loan interest before we calculate the death benefit.
● Amounts taken as a policy loan (a) do not participate in the performance of the variable investment options (b) may reduce the policy value, cash surrender value and death benefit (c) may increase the risk of lapse and (d) have tax consequences. | |||
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Surrender and Death Benefit Proceeds
Death benefit proceeds and the proceeds of full or partial surrenders will be processed at unit values next computed after we receive the request for surrender or due proof of death, provided such request is complete and in good order. Payment of surrender or death proceeds usually will be made in one lump sum within seven days. If you do not elect a single lump sum, unless otherwise provided for by applicable law, the death benefit proceeds payable to an individual or trust will be applied to a retained asset account known as the Concierge Account (“CA”). The CA is generally not offered to corporations or similar entities. A beneficiary may also elect one of the payment options described below, or another option we are then offering for this policy before payment of the death proceeds.
The CA is part of our General Account. It is not a checking or bank account and is not insured by the FDIC, NCUSIF, or any other state or federal agency which insures deposits. No additional amounts aside from the death benefit may be deposited into the CA. As part of our General Account, it is subject to the claims of our creditors. We may receive a financial benefit from earnings on amounts left in the CA. The guarantee of principal is based on the claims-paying ability of the company and principal is covered by the state guarantee association. Interest paid on amounts in the CA is taxable as ordinary income in the year such interest is credited. Please consult a tax advisor.
Payment of the death proceeds may be delayed if the claim for payment of the death proceeds needs to be investigated; e.g., to ensure payment of the proper amount to the proper payee. Any such delay will not be beyond that reasonably necessary and consistent with insurance practices customary in the life insurance industry. Also, payment may be delayed if allowed or required by law as described in “Postponement of Payments.”
For your protection, we require a signature guarantee for surrenders, partial withdrawals, or loans (if your policy provides for loans) over $100,000.
Under a policy covering multiple lives, the death proceeds will be paid upon the first death under the policy. In addition, under certain conditions, in the event of the terminal illness of the insured, an accelerated payment of up to 75% of the policy’s death benefit (up to maximum of $250,000), is available under the Living Benefits Rider. The minimum face amount remaining after any such accelerated benefit payment is $10,000.
The minimum amount of surrender or death benefit proceeds that may be applied under any payment option is $1,000.
If the policy is assigned as collateral security, we will pay any amount due the assignee in one lump sum. Any remaining proceeds will remain under the option elected.
States have abandoned and unclaimed property laws and regulations which generally declare amounts due under annuity contracts or life insurance policies to be abandoned after a period of inactivity, which is generally three to five years from the date a benefit is due and payable. These laws generally apply to maturity or death benefits. The value in an insurance policy or contract is not considered as abandoned or unclaimed merely because a withdrawal or surrender is permitted but not requested; there needs to be an event, such as a death, that makes the amount due. Under such an unclaimed property law, when the owner dies and a payment of the death benefit is triggered, if after a thorough search, we are unable to locate the beneficiary, or the beneficiary does not come forward to claim the death benefit proceeds in a timely manner, state laws and regulations may mandate that the death benefit proceeds be paid to the abandoned property division or unclaimed property office of the state in which the beneficiary or you last resided, as shown on our books and records, or to our state of domicile.
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This “escheatment” is revocable, however, and the state is obligated to pay the proceeds escheated (without interest) if your beneficiary steps forward to claim it with the proper documentation. To prevent such escheatment, it is important that you update your address and your beneficiary designations, including their addresses, if and as they change. Please call us to make such changes.
Payment Options
All or part of the surrender or death proceeds of a policy may be applied under one or more of the following payment options or such other payment options or alternative versions of the options listed as we may choose to make available in the future.
Option 1—Lump Sum
Payment in one lump sum.
Option 2—Left to Earn Interest
A payment of interest during the payee’s lifetime on the amount payable as a principal sum. Interest rates are guaranteed to be at least 3% per year.
Option 3—Payment for a Specific Period
Equal installments are paid for a specified period of years whether the payee lives or dies. The first payment will be on the date of settlement. The assumed interest rate on the unpaid balance is guaranteed not to be less than 3% per year.
Option 4—Life Annuity with Specified Period Certain
Equal installments are paid until the later of:
| ● | the death of the payee; or |
| ● | the end of the period certain. |
The first payment will be on the date of settlement.
The period certain must be chosen at the time this option is elected. The periods certain that you may choose from are as follows:
| ● | 10 years; |
| ● | 20 years; or |
| ● | until the installments paid refund the amount applied under this option. |
If the payee is not living when the final payment falls due, that payment will be limited to the amount which needs to be added to the payments already made to equal the amount applied under this option.
If, for the age of the payee, a period certain is chosen that is shorter than another period certain paying the same installment amount, we will consider the longer period certain as having been elected.
Any life annuity provided under Option 4 is computed using an interest rate guaranteed to be no less than 33⁄8% per year, but any life annuity providing a period certain of 20 years or more is computed using an interest rate guaranteed to be no less than 31⁄4% per year.
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Option 5—Life Annuity
Equal installments are paid only during the lifetime of the payee. The first payment will be on the date of settlement. Any life annuity as may be provided under Option 5 is computed using an interest rate guaranteed to be no less than 31⁄2% per year.
Option 6—Payments of a Specified Amount
Equal installments of a specified amount, out of the principal sum and interest on that sum, are paid until the principal sum remaining is less than the amount of the installment. When that happens, the principal sum remaining with accrued interest will be paid as a final payment. The first payment will be on the date of settlement. The payments will include interest on the remaining principal at a guaranteed rate of at least 3% per year. This interest will be credited at the end of each year. If the amount of interest credited at the end of the year exceeds the income payments made in the last 12 months, that excess will be paid in one sum on the date credited.
Option 7—Joint Survivorship Annuity with 10-Year Period Certain
The first payment will be on the date of settlement. Equal installments are paid until the latest of:
| ● | the end of the 10-year period certain; |
| ● | the death of the insured; or |
| ● | the death of the other named annuitant. |
The other annuitant must have attained age 40, must be named at the time this option is elected and cannot later be changed.
Any joint survivorship annuity that may be provided under this option is computed using a guaranteed interest rate to equal at least 33/8% per year.
For additional information concerning the above payment options, see the policy.
General
At any time during the lifetime of the insured(s) and while the policy is in force, you may partially or fully surrender the policy by sending to our Customer Service Office (see Glossary for contact information) a written release and surrender in a form satisfactory to us. We may also require you to send the policy to us. The amount available for surrender is the cash surrender value at the end of the valuation period during which the surrender request is received at our Customer Service Office (see Glossary for contact information).
Upon partial or full surrender, we generally will pay to you the amount surrendered within seven days after we receive the written request for the surrender. Under certain circumstances, the surrender payment may be postponed.
See “Postponement of Payments.” For the federal tax effects of partial and full surrenders, see “Federal Income Tax Considerations.”
Full Surrenders
If the policy is being fully surrendered, the policy itself must be returned to our Customer Service Office (see Glossary for contact information), along with the written release and surrender of all claims in a form satisfactory to us. You may elect to have the amount paid in a lump sum or under a payment option. See “Conditional Charges—Surrender Charge” and “Payment Options.” Full surrender of the policy terminates all rights you had in the base policy. However, a full surrender of the base policy or a partial surrender thereunder will not affect benefits that were available immediately prior to the date of the surrender under one of the term insurance riders (e.g., the Child Term Rider).
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Partial Surrenders
You may obtain a partial surrender of the policy by requesting payment of the policy’s cash surrender value. It is possible to do this at any time during the lifetime of the insured, while the policy is in force, with a written request to our Customer Service Office (see Glossary for contact information). We may require the return of the policy before payment is made. A partial surrender will be effective on the date the written request is received or, if required, the date the policy is received by us. Surrender proceeds may be applied under any of the payment options described under “Payment of Proceeds—Payment Options.”
We reserve the right not to allow partial surrenders of less than $500. In addition, if the share of the policy value in any investment option or in the Guaranteed Interest Account is reduced as a result of a partial surrender and is less than $500, we reserve the right to require surrender of the entire remaining balance in that investment option or the Guaranteed Interest Account.
Upon a partial surrender, the policy value will be reduced by the sum of the following:
| ● | The partial surrender amount paid—this amount comes from a reduction in the policy’s share in the value of each investment option or the Guaranteed Interest Account based on the allocation requested at the time of the partial surrender. If no allocation request is made, the withdrawals from each investment option will be made in the same manner as that provided for monthly deductions. |
| ● | The partial surrender fee—this fee is the lesser of $25 or 2% of the partial surrender amount paid. The assessment to each investment option or the Guaranteed Interest Account will be made in the same manner as provided for the partial surrender amount paid. |
| ● | A partial surrender charge—this charge is equal to a pro rata portion of the applicable surrender charge that would apply to a full surrender, determined by multiplying the applicable surrender charge by a fraction (equal to the partial surrender amount payable divided by the result of subtracting the applicable surrender charge from the policy value). This amount is assessed against the investment option or the Guaranteed Interest Account in the same manner as provided for the partial surrender amount paid. |
The cash surrender value will be reduced by the partial surrender amount paid plus the partial surrender fee. If your policy has Death Benefit Option 1, the face amount of the policy will be reduced by the same amount as the policy value is reduced as described above. Because the benefit amount under the Living Benefit Rider is a percentage of the base policy’s death benefit, a partial surrender that reduces the death benefit amount under the base policy would result in a corresponding reduction to the benefit amount under the Living Benefit Rider.
Processing and Payment of Surrenders, Withdrawals
You must sign a form satisfactory to us to take a withdrawal, surrender, or replace your policy. For your protection, the form must be requested from our Customer Service Office by you or your agent. The form requested and sent to you for that particular transaction must be returned to the address specified on the form in order to process the transaction. For your protection, we require a signature guarantee for surrenders, partial withdrawals, or loans (if your policy provides for loans) over $100,000.
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Internet and Telephone Transfers
You may transfer your policy value among the available investment options and make changes to your premium allocation by Internet or telephone. You may also write to our Customer Service Office (see Glossary for address). The Company may discontinue any of these options and may provide other options at any time. We will execute transfer requests as of the valuation date we receive them in good order.
We do not charge for transfers at this time. However, we reserve the right to charge a fee of $10 for each transfer after your first two transfers in a policy year. Should we begin imposing this charge, we would not count transfers made under a Systematic Transfer Program toward the two-transfer limit. For more information, see “Market Timing and Other Disruptive Trading.”
You may permit your registered representative to submit transfer requests on your behalf. If you have authorized your registered representative to make transfers on your behalf, he or she may submit your transfer request in a batch of requests for multiple policy owners. Like an individual transfer request, the transfer request must be submitted in good order to be processed.
Nassau Life will use reasonable procedures to confirm that transfer instructions are genuine. We require verification of account information and will record telephone instructions, which are stored digitally. You will receive written confirmation of all transfers. Nassau Life may be liable for following unauthorized transfer instructions if we fail to follow our established security procedures. However, you will bear the risk of a loss resulting from instructions entered by an unauthorized third party that Nassau Life reasonably believes to be genuine.
We may modify or terminate your Internet and telephonic transfer and allocation privileges at any time. You may find it difficult to exercise these privileges during times of extreme market volatility. In such a case, you should submit your request in writing.
We do not permit transfers of less than $500 unless either:
| ● | the entire balance in the investment option or the Guaranteed Interest Account is being transferred; or |
| ● | the transfer is part of a Systematic Transfer Program. |
We reserve the right to prohibit a transfer to any investment option if the value of your investment in that investment option immediately after the transfer would be less than $500. We further reserve the right to require that the entire balance of an investment option or the Guaranteed Interest Account be transferred if the value of your investment in that investment option immediately after the transfer, would be less than $500.
You may make only one transfer per policy year from the non-loaned portion of the Guaranteed Interest Account unless the transfers are made as part of a Systematic Transfer Program or unless we agree to make an exception to this rule. The amount you may transfer is limited to the greatest of $1,000 or 25% of the value of the non-loaned portion of the Guaranteed Interest Account. You may transfer policy value into the Guaranteed Interest Account at any time.
Market Timing and Other Disruptive Trading
We discourage market timing activity, frequent transfers of policy value among investment options and other activity determined to be “Disruptive Trading”, as described below. Your ability to make transfers among investment options under the policy is subject to modification if we determine, in our sole opinion, that your exercise of the transfer privilege constitutes “Disruptive Trading” that may disadvantage or potentially harm the rights or interests of other policy owners.
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“Disruptive Trading” includes, but is not limited to: frequent purchases, redemptions and transfers; transfers into and then out of an investment option in a short period of time; and transfers of large amounts at one time. The risks and harmful effects of Disruptive Trading include:
| ● | dilution of the interests of long-term investors in an investment option, if market timers or others transfer into or out of the investment option rapidly in order to take advantage of market price fluctuations; |
| ● | an adverse effect on portfolio management, as determined by portfolio management in its sole discretion, such as causing the underlying fund to maintain a higher level of cash than would otherwise be the case, or causing the underlying fund to liquidate investments prematurely; and |
| ● | increased brokerage and administrative expenses. |
To protect our policy owners and the underlying funds from Disruptive Trading, we have adopted certain policies and procedures.
Under our Disruptive Trading policy, we can modify your transfer privileges for some or all of the investment options. Modifications include, but are not limited to, not accepting a transfer request from you or from any person, asset allocation service, and/or market timing service made on your behalf. We may also limit the amount that may be transferred into or out of any investment option at any one time. Unless prohibited by the terms of your policy, we may (but are not obligated to):
| ● | limit the dollar amount and frequency of transfers (e.g., prohibit more than one transfer a week, or more than two a month, etc.), |
| ● | restrict the method of making a transfer (e.g., require that all transfers into a particular investment option be sent to our Customer Service Office by first class U.S. mail and/or rescind telephone, internet or fax transfer privileges), |
| ● | require a holding period for some investment options (e.g., prohibit transfers into a particular investment option within a specified period of time after a transfer out of that investment option), |
| ● | implement and administer redemption fees imposed by one or more of the underlying funds, or |
| ● | impose other limitations or restrictions. |
Currently we attempt to detect Disruptive Trading by monitoring both the dollar amount of individual transfers and the frequency of a policy owner’s transfers. With respect to both dollar amount and frequency, we may consider an individual transfer alone or when combined with transfers from other policies owned by or under the control or influence of the same individual or entity. If you have authorized your registered representative to make transfers on your behalf, he or she may submit your transfer request in a batch of requests for multiple policy owners. We monitor these transfers on an individual basis, rather than on a batch basis. We currently review transfer activity on a regular basis. We also consider any concerns brought to our attention by the managers of the underlying funds. We may change our monitoring procedures at any time without notice.
Because we reserve discretion in applying these policies, they may not be applied uniformly. However, we will to the best of our ability apply these policies uniformly. Consequently, there is a risk that some policy owners could engage in Disruptive Trading while others will bear the effects of their activity.
Currently we attempt to detect Disruptive Trading by monitoring activity for all policies. Possible Disruptive Trading activity may result in our sending a warning letter advising the owner of our concern. Regardless of whether a warning letter is sent, once we determine that Disruptive Trading activity has occurred, we may revoke the owner’s right to make Internet transfers. We will notify policy owners in writing (by mail to their address of record on file with us) if we limit their trading.
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We have adopted these policies and procedures as a preventative measure to protect all policy owners from the potential effects of Disruptive Trading, while recognizing the need for policy holders to have available reasonable and convenient methods of making transfers that do not have the potential to harm other policy owners.
We currently do not make any exceptions to the policies and procedures discussed above to detect and deter Disruptive Trading. We may reinstate Internet, telephone and fax transfer privileges after they are revoked, but we will not reinstate these privileges if we have reason to believe that they might be used thereafter for Disruptive Trading.
We cannot guarantee that our monitoring will be 100% successful in detecting and restricting all transfer activity that constitutes Disruptive Trading. Moreover, we cannot guarantee that revoking or limiting a policy owner’s Internet, telephone and fax transfer privileges will successfully deter all Disruptive Trading. In addition, some of the underlying funds are available to insurance companies other than Nassau Life and we do not know whether those other insurance companies have adopted any policies and procedures to detect and deter Disruptive Trading, or if so what those policies and procedures might be. Because we may not be able to detect or deter all Disruptive Trading and because some of these funds are available through other insurance companies, some policy owners may be treated differently than others, resulting in the risk that some policy owners could engage in Disruptive Trading while others will bear the effects of their activity.
Orders for the purchase of underlying fund shares are subject to acceptance by the relevant fund. Nassau Life has entered into information sharing agreements with the underlying funds of this variable life insurance product as required by Rule 22c-2 under the Investment Company Act of 1940. The purpose of the information sharing is to provide information to the underlying funds so that they can monitor, warn, and restrict policyholders who may be engaging in disruptive trading practices as determined by the underlying funds. We reserve the right to reject, without prior notice, any transfer request into any investment option if the purchase of shares in the corresponding underlying fund is not accepted for any reason.
We may, without prior notice, take whatever action we deem appropriate to comply with or take advantage of any state or federal regulatory requirement.
We do not include transfers made pursuant to the Dollar Cost Averaging, Automatic Asset Rebalancing or other similar programs when applying our Disruptive Trading policy.
You may elect a systematic transfer program that we offer under the policy. We reserve the right to change, eliminate or add optional programs subject to applicable laws.
We base transfers under a Systematic Transfer Program on the investment option values next determined on the valuation date that we receive your transfer request in good order, or if that day is not a valuation date, on the next following valuation date. Except as described below, you may have only one program in effect at a time.
We do not charge for these programs.
Under this program, we transfer policy value among the investment options to match your chosen allocation percentages. You can choose to have us make these transfers monthly, quarterly, semiannually or annually. These transfers will occur on the date you specify (provided we receive the request in good order), unless the specified date falls on a holiday or weekend, in which case the transfers will occur on the next succeeding Valuation Date. We do not permit transfers to or from the Guaranteed Interest Account.
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You may start or discontinue this program at any time by submitting a written request or calling our Customer Service Office (see Glossary for address). The Asset Rebalancing Program does not ensure a profit nor guarantee against a loss in a declining market. Except as described below, the Asset Rebalancing Program is not available while the Dollar Cost Averaging program is in effect. We do not charge for this program.
Under this program, you can allocate initial or subsequent premium to one of the investment options or the Guaranteed Interest Account (a “source account”) and periodically we will make transfers from the source account you designate to one or several of the available investment options (“target investment options”) and the Long-term Guaranteed Interest Account. You choose to make these transfers monthly, quarterly, semiannually or annually. The minimums you may transfer from the source account are:
| ● $25 monthly | ● $150 semiannually | |||||
| ● $75 quarterly | ● $300 annually |
You must have at least $1,000 in the source account to begin a Dollar Cost Averaging Program. Should the value in the source account fall below the transfer amount, we will transfer the remaining balance and end the Program. Transfers must be made in approximately equal amounts over a minimum of six months. The Dollar Cost Averaging Program is not available if you invest through a bank draft program.
All transfers under the Dollar Cost Averaging Program will be processed on the date you specify (provided we receive the request in good order). If you do not specify a date, the transfer will be processed on the basis of values next determined after receipt of the transfer request in good order. If either of these dates fall on a holiday or weekend, then the transfer will occur on the next succeeding valuation date.
You may start or discontinue this program at any time by submitting a written request or calling our Customer Service Office (see Glossary for address). Dollar Cost Averaging does not ensure a profit nor guarantee against a loss in a declining market. The Dollar Cost Averaging Program is not available while the Asset Rebalancing Program is in effect. We do not charge for this program.
Depending on the terms of your specific policy and any optional riders purchased, you may be eligible to elect one of the additional programs described below.
Asset Allocation and Strategic Programs
Asset allocation and strategic programs (referred to as “programs” throughout this section) are intended to optimize the selection of investment options for a given level of risk tolerance, in order to attempt to maximize returns and limit the effects of market volatility. The programs reflect the philosophy that diversification among asset classes may help reduce volatility and boost returns over the long term. An asset class is a category of investments that have similar characteristics, such as stocks, or bonds. Within asset classes there are often further divisions. For example, there may be divisions according to the size of the issuer (large cap, mid cap, small cap) or type of issuer (government, corporate, municipal).
For ease of reference, throughout this section of the prospectus, we refer to these asset allocation and strategic programs, simply as “programs”, and we refer to the asset allocation options available within the programs, as “options.” There is presently no additional charge for participating in these programs and options. We may, on a prospective basis, charge fees for individual programs and may vary fees among the available programs.
You may participate in only one program at a time. Subject to regulatory requirements and approvals, in the future we may modify or eliminate any existing program or option, or may offer other asset allocation services. For the most current information on any program or option, please contact your registered representative.
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Selecting a Program and Option
If you are interested in adding a program, consult with your registered representative to discuss your choices. For certain programs, a questionnaire may be used to help you and your registered representative assess your financial needs, investment time horizon, and risk tolerance. You should periodically review these factors to determine if you need to change programs or options. Subject to the terms of your specific policy and any optional riders purchased, you may, at any time, switch your current program or option to another program or cancel your participation in a program at any time, and later re-enroll in a program, after first consulting with your registered representative and then contacting our Customer Service Office (see Glossary for address). If you are enrolled in a program that is eliminated, you will receive notice and you may (depending on the terms of your specific policy and any optional riders purchased) be enrolled in an alternative program or choose, in consultation with your registered representative, among the other programs available at that time.
The following programs are currently available, except if indicated:
Franklin Templeton Founding Investment Strategy
Through the Franklin Templeton Founding Investment Strategy, premium payments and policy value are allocated to the three investment options as listed below. On a monthly basis, we will rebalance the policy value allocated to the three investment options back to the original allocation percentages in each investment option.
| ● | Franklin Income VIP Fund—34% |
| ● | Franklin Mutual Shares VIP Fund—33% |
| ● | Templeton Growth VIP Fund—33% |
Ibbotson Strategic Asset Allocation—(Closed to new investors effective June 22, 2009)
Since June 22, 2009, new elections of these asset allocation options have not been allowed. Thus, the discussion here is pertinent only to those who had opted for this program prior to that date and who continue to participate in the program.
Phoenix and Ibbotson Associates have developed five asset allocation options, each comprised of selected combinations of investment options. Except as noted above, the options approved for use are:
| ● | Conservative Portfolio which seeks conservation of capital and has a portfolio allocation more heavily weighted in fixed income investments than in equities. |
| ● | Moderately Conservative Portfolio which primarily seeks current income, with capital growth as a secondary objective, and has a portfolio allocation of approximately equal weightings in equities and fixed income investments. |
| ● | Moderate Portfolio which seeks long-term capital growth and current income with emphasis on current growth, and has a portfolio allocation more heavily weighted in equities than in fixed income investments. |
| ● | Moderately Aggressive Portfolio which seeks long-term capital growth with current income as a secondary objective, and has more than three quarters of the portfolio in equities and less than one quarter in fixed income investments. |
| ● | Aggressive Portfolio which seeks long-term capital growth and is invested primarily in equities. |
On a periodic basis (typically annually), Ibbotson evaluates the options and updates them to respond to market conditions and to ensure style consistency. If you select one of the Ibbotson options, your premium payments (policy value for in force policies), however, will not be allocated in accordance with the updated options unless you specifically request we do so. If you elect to participate in this program on and after September 10, 2007, on an annual basis, we will reallocate the policy value allocated to the investment options included in the program so that, following this reallocation, the percentage in each investment option equals the percentage originally used for the program. We will make this reallocation effective on the Valuation Date immediately preceding each anniversary of your policy for as long as the asset allocation program is in effect for your policy. You should consult with your registered representative for the most current information on this program and the options within the program.
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Morningstar Asset Allocation Series
The Morningstar Asset Allocation Series (“the Series”) are risk-based portfolios (“Portfolios”) that invest in ETFs, which are typically structured as open-end investment companies or unit investment trusts. The Series were designed on established principles of asset allocation and are intended to provide various levels of potential return for a targeted level of risk. The Series’ asset allocation policy is dynamically managed to consider changes in the economy or markets. The Portfolios in the Series are continuously managed to the asset allocation policy. The Portfolio options approved for use are:
| ● | Morningstar Income and Growth ETF Asset Allocation Portfolio – Class II |
| ● | Morningstar Balanced ETF Asset Allocation Portfolio – Class II |
| ● | Morningstar Growth ETF Asset Allocation Portfolio – Class II |
| ● | Morningstar Aggressive Growth ETF Asset Allocation Portfolio – Class II |
If you should elect any of the Portfolios listed above, transfers made under these programs will not be counted toward the 2 transfers per policy year after which we may impose a transfer fee.
Generally, while the policy is in force, a loan may be taken against the policy up to the available loan value. The loan value on any day is 90% of the policy value reduced by an amount equal to the surrender charge. The available loan value is the loan value on the current day less any outstanding debt.
The amount of any loan will be added to the loaned portion of the Guaranteed Interest Account and subtracted from the policy’s share of the investment options or the nonloaned portion of the Guaranteed Interest Account, based on the allocation requested at the time of the loan. The total reduction will equal the amount added to the loaned portion of the Guaranteed Interest Account. Allocations generally must be expressed in terms of whole percentages. If no allocation request is made, the amount subtracted from the share of each investment option or the nonloaned portion of the Guaranteed Interest Account will be determined in the same manner as provided for monthly deductions. Interest will be credited and the loaned portion of the Guaranteed Interest Account will increase at an effective annual rate of 2% (4% in New York and New Jersey only) on single life policies and 6% on multiple life policies, compounded daily and payable in arrears. At the end of each policy year and at the time of any debt repayment, interest credited to the loaned portion of the Guaranteed Interest Account will be transferred to the investment options or the Guaranteed Interest Accounts in accordance with your most recent premium allocation schedule on file.
Debt may be repaid at any time during the lifetime of the insured while the policy is in force. Any debt repayment received by us during a grace period will be reduced to pay any overdue monthly deductions and only the balance will be applied to reduce the debt. Such balance will first be used to pay any outstanding accrued loan interest, and then will be applied to reduce the loaned portion of the Guaranteed Interest Account. The investment options or the Guaranteed Interest Accounts will be increased by the same amount the loaned portion is decreased. If the amount of a loan repayment exceeds the remaining loan balance and accrued interest, the excess will be allocated among the investment options as you may request at the time of the repayment and, if no allocation request is made, according to the most recent premium allocation schedule on file.
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Payments received by us for the policy will be applied as loan repayments unless specified as premium payment by you. Debt repayments may be made at any time during the lifetime of the insured while the policy is in force until the debt is fully repaid.
Failure to repay a policy loan or to pay loan interest will not terminate the policy unless the policy value becomes insufficient to maintain the policy in force.
Policy value for loaned amounts increases at the rate we credit the loaned portion of the Guaranteed Interest Account, whereas nonloaned policy value varies with the investment performance of the chosen investment options or at the rate we credit the nonloaned portion of the Guaranteed Interest Account and the Long-term Guaranteed Interest Account. Loans can also reduce your policy’s death benefit. We deduct the amount of any outstanding loans plus any accrued loan interest before we calculate the death benefit. The amount available for a full surrender is similarly reduced by the amount of any outstanding loans and loan interest.
The proceeds of policy loans may be subject to federal income tax. See “Federal Income Tax Considerations.”
In the future, we may not allow policy loans of less than $500, unless such loan is used to pay a premium on another Nassau policy. Loan interest rates are as follows (these are representative loan interest rates – loan interest rates vary over time and based on the particular policy in question):
| ● Single Life Policies | ||||
| Policy years 1-10: | 4 | % | ||
| Policy years 11-15: | 3 | % | ||
| Policy years 16 and thereafter*: | 21⁄2 | % | ||
| ● Single Life policies – New York and New Jersey only | ||||
| Policy years 1-10: | 6 | % | ||
| Policy years 11-15: | 5 | % | ||
| Policy years 16 and thereafter*: | 41⁄2 | % |
| * | These rates also apply after the insured attains age 65. |
| ● Multiple Life Policies | ||||
| You will pay interest on the loan at the noted effective annual rates, compounded daily and payable in arrears. | ||||
| Policy years 1-10: | 8 | % | ||
| Policy years 11 and thereafter: | 7 | % |
At the end of each policy year, any interest due on the debt will be treated as a new loan and will be offset by a transfer from your investment options and the nonloaned portion of the Guaranteed Interest or the Long-term Guaranteed Interest Account to the loaned portion of the Guaranteed Interest Account.
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A policy loan, whether or not repaid, has a permanent effect on the policy value because the investment results of the investment options or nonloaned portion of the Guaranteed Interest Account will apply only to the amount remaining in the investment options or the nonloaned portion of the Guaranteed Interest Account and the Long-term Guaranteed Interest Account. The longer a loan is outstanding, the greater the effect is likely to be. The effect could be favorable or unfavorable. Under Death Benefit Option 1, outstanding policy loans do not reduce the policy’s gross death benefit, because the policy value is exclusive of the gross death benefit amount. A policy loan can also have an effect on the policy’s death benefit under Death Benefit Option 2 due to any resulting differences in policy value.
If the investment options or the nonloaned portion of the Guaranteed Interest Account and the Long-term Guaranteed Interest Account earn more than the annual interest rate for funds held in the loaned portion of the Guaranteed Interest Account, the policy value does not increase as rapidly as it would have had no loan been made. If the investment options or the Guaranteed Interest Account earn less than the annual interest rate for funds held in the loaned portion of the Guaranteed Interest Account, the policy value is greater than it would have been had no loan been made. A policy loan, whether or not repaid, also has a similar effect on the policy’s death benefit due to any resulting differences in policy value, under Death Benefit Option 2.
For your protection, we require a signature guarantee for surrenders, partial withdrawals, or loans (if your policy provides for loans) over $100,000.
Unlike conventional life insurance policies, the payment of the issue premium, no matter how large, or the payment of additional premiums will not necessarily continue the policy in force until the death of the insured.
If on any monthly calculation day during the first 5 policy years, the policy value is insufficient to cover the monthly deduction, a grace period of 61 days will be allowed for the payment of an amount equal to three times the required monthly deduction plus any amount due to prevent the policy from lapsing. If on any monthly calculation day during any subsequent policy year, the cash surrender value is less than the required monthly deduction, a grace period of 61 days will be allowed for the payment of an amount equal to three times the required monthly deduction plus any amount due to prevent the policy from lapsing.
During the grace period, the policy will continue in force but investment option transfers, loans and partial surrenders will not be permitted. Failure to pay the additional amount within the grace period will result in lapse of the policy, but not until 30 days has passed after we have mailed a written notice to you. Generally, if your policy lapses, it may not be reinstated. However, for Maine residents only: if the policy is in default because of organic brain disease of the Owner, the policy may be reinstated without evidence of insurability if proof of organic brain disease is provided to the satisfaction of the Company.
If a premium payment for the additional amount is received by us during the grace period, any amount of premium over what is required to prevent lapse will be allocated among the investment options or to the Guaranteed Interest Account according to the current premium allocation schedule. In determining the amount of “excess” premium to be applied to the investment options or the Guaranteed Interest Account, we will deduct the premium tax and the amount needed to cover any monthly deductions made during the grace period. If the policy was in the grace period on the date of the insured’s death, the death proceeds will be reduced by any outstanding monthly charges, unless a death benefit guarantee was in effect for the policy.
Federal Income Tax Considerations
The following discussion is general in nature and is not intended as individual tax advice. The income tax rules are complicated and this discussion is intended only to make you aware of the issues. Each person should consult an independent tax or legal advisor. No attempt is made to consider any estate, gift or inheritance taxes or any applicable state, local or other tax laws.
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Because this discussion is based upon our understanding of the federal income tax laws as they are currently interpreted, we cannot guarantee the income tax status of any contract or policy either currently or in the future. No representation is made regarding the likelihood of continuation of the federal income tax laws or the current interpretations by the Internal Revenue Service (the “IRS”). From time to time, there are regulatory or legislation proposals or changes that do or could impact the taxation of life insurance contracts or policies; if enacted, these changes could be retroactive. We reserve the right to make changes to the policy or contract as necessary for it to satisfy the “Definition of Life Insurance” and to avoid classification of the contract or policy as a “Modified Endowment Contract,” as set forth in the Internal Revenue Code (the “Code”) and as interpreted by the IRS. For a discussion of federal income taxes as they relate to the funds, please see the fund prospectuses.
Policyholders (also referred to as Owners) should consult their own independent tax and/or legal advisors for advice and information relating to their particular tax situation.
Note on Terminology: The Code uses the term “Life Insurance Contract”, rather than the term “Life Insurance Policy.” The Code also uses the term “policyholder”, in describing the owner of a Life Insurance Contract. This section will follow the Code terminology in describing specific provisions of the Code. In addition, this section refers to “insured”; where applicable, the same rules apply in the case of multiple “insureds”.
We are taxed as a life insurance company under the Code. For federal income tax purposes, neither the Separate Account nor the Guaranteed Interest Account is a separate entity from Nassau Life Insurance Company and neither account will be taxed separately as under the “regulated investment company” provisions (Subchapter M) of the Code.
Investment income and realized capital gains on the assets of the Separate Account are reinvested and taken into account in determining the value of the Separate Account and each Contract. No charge currently will be made to any contract or to the Separate Account for our federal income taxes which may be attributable to the Separate Account. We reserve the right to make a deduction for taxes with respect to such items in the future. If imposed, such charge would be equal to the federal income taxes attributable to the investment results of the Separate Account.
State and local transfer, and other tax consequences of ownership or receipt of policy proceeds depend on the circumstances of each policyholder or beneficiary. A qualified tax advisor should be consulted on these consequences.
Tax Treatment as Life Insurance
In order to be treated as life insurance for federal income tax purposes, specified requirements must be met. If these requirements are met, the death benefits are generally received without federal income tax and the earnings on the contract are not subject to federal income tax until withdrawn. These requirements include the federal definition of life insurance, rules for diversification of the contract’s investments (described below), owner/investor control (discussed below), and the necessity that the contract be life insurance under applicable law.
With respect to applicable law, this is generally understood to refer to state or foreign law. This contract has been filed as a life insurance policy or contract under applicable state laws.
There are two definitional tests for life insurance in section 7702 of the Code: (1) Cash Value Accumulation Test, and (2) Guideline Premium Test. The selection of the tests is made at issue and cannot be changed thereafter. The choice of test is based on contract design and is dependent on several factors, including the insured’s age at issue and intention of the owner concerning contract funding patterns. If this contract permits the policyholder to select the applicable test, this selection must be made at issue and cannot be changed. In some cases, only one test is available.
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Under the Cash Value Accumulation Test, there must, at all times, be a minimum ratio of death benefit to cash value. Compliance with the test is based on the contract design at issue. The premiums permitted under this test are based on the death benefit, age and characteristics of the insured and types of riders on the contract.
Under the Guideline Premium Test, there is a limit as to the amount of premium that can be paid into the contract in relation to the death benefit. The initial premium limit is based on the death benefit, age and characteristics of the insured and types of riders on the contract. The actual premium limits each year will depend on the amount of premiums paid in a prior year. In addition to this premium test, there is also a minimum ratio of death benefit to cash value under the Cash Value Corridor. This Corridor looks to the age of the insured and the cash value each year and may require periodic adjustments in death benefit for compliance.
Since Code section 7702 imposes certain conditions with respect to premiums received under a contract, we monitor the premiums paid in order to maintain compliance with such conditions. If the premium limitation is exceeded during the year, we may return the excess premium, with interest, to the policyholder within 60 days after the end of the policy year, in order to maintain the qualification of the contract as life insurance for federal income tax purposes.
The following discussion assumes that the policy will qualify as a life insurance contract for Federal income tax purposes.
Death Benefit Proceeds
Death benefit proceeds payable under a life insurance contract are generally excludable from the gross income of the beneficiary under Code section 101(a)(1) unless there has been a transfer for valuable consideration or unless the specific requirements relating to Business and Corporate-Owned Policies are not met (see “Business and Corporate-Owned Policies”). Also, a policyholder should not be considered to be in constructive receipt of the cash value, including investment income, as long as the contract remains in force and there is no change in the death benefit.
In addition to the necessity to return premiums, as described above, depending on the performance of the contract, from time to time, it may be become necessary to increase the death benefit in order to satisfy the Cash Value Corridor. Any such increase is in effect only as long as required to satisfy this corridor and is not permanent.
Under specified circumstances, the policyholder may request that the death benefit be increased or decreased. Such a decrease or increase may have federal income tax ramifications.
Full Surrender
Upon full surrender of a contract for its cash value, the excess, if any, of the cash value (unreduced by any outstanding indebtedness) over the premiums paid will be treated as ordinary income for federal income tax purposes.
If the contract is subject to a loan at time of surrender, the outstanding loan amount is included in the computation of the amount received at the time of surrender. Thus, in the event of a surrender of a contract that is subject to a loan, the loan amount may result in ordinary income at the time of surrender.
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A contract that lapses is treated as a full surrender for federal income tax purposes.
The full surrender of a contract that is a Modified Endowment Contract (“MEC”), as described herein, may result in the imposition of an additional 10% tax on any income received.
Withdrawal
Withdrawals are generally not taxable as long as the amount withdrawn does not exceed the total of the premiums paid and the contract is not a MEC. If the contract is classified as a MEC, withdrawals and other distributions are fully taxable to the extent of income in the contract. There are situations, however, in which a withdrawal from any contract (regardless of MEC status) can result in current taxation. A withdrawal, accompanied by a reduction in death benefits can result in current taxation under Code section 7702(f)(7), if the reduction in death benefits occurs during the first 15 years after a contract is issued. After 15 years, the withdrawal proceeds resulting from a reduction in death benefits will generally not be subject to tax, except to the extent such proceeds exceed the total amount of premiums paid but not previously recovered. Policyholders should consult with tax advisors in advance of a proposed decrease in death benefits or a withdrawal as to the portion, if any, which would be subject to tax, and in addition as to the impact such withdrawal might have under the MEC provisions.
Loans
We believe that any loan received under a contract will be treated as your indebtedness. If the contract is a MEC, loans are fully taxable to the extent of income on the contract and are possibly subject to an additional 10% tax. If the contract is not a MEC, we believe that no part of any loan under a contract will constitute income to you as long as the contract remains in force. If there is a full surrender or lapse, an outstanding loan becomes part of the amount received upon surrender or lapse.
The deductibility by a policyholder of loan interest under a contract is limited under Code section 264. In most cases, there is no interest deduction permitted.
Sale of Contract
Upon a sale of the policy to a third party, the owner has taxable income of the excess, if any, of the amount received from the third party over the owner’s basis in the policy. The IRS provided in Revenue Ruling 2020-5 (Internal Revenue Bulletin 2020-9) that for purposes of sale of a life insurance contract, the owner’s basis in the contract is not reduced for the cost of insurance charges. Revenue Ruling 2020-5 is effective for transactions entered into on or after August 26, 2009. Additional information reporting may apply in the event of a sale of a contract. In this information reporting, we would be required to provide specific information to the IRS concerning the basis of the policy.
Net Investment Income Additional Tax
Regulations under section 1411 of the Internal Revenue indicate that there are situations under which amounts received under a life insurance policy may be included in the definition of “net investment income” for purposes of section 1411 of the Code. Certain patterns of taxable income from a life insurance contract could be treated as if received from an annuity. If section 1411 applies to the income, in addition to income tax, there is an additional tax of 3.8 percent. Section 1411 applies to taxpayers whose modified adjusted gross income exceeds the threshold amount. The threshold amount is $250,000 in the case of a joint return or surviving spouse, $125,000 in the case of a married individual filing a separate return, and $200,000 in any other case. The threshold amount may be subject to modification, but is not indexed for inflation.
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Business and Corporate-Owned Contracts
If the policy is owned by an entity that is not a natural person, there are Code provisions that impact the tax treatment of premiums, loan interest, policy earnings and death benefits. No deduction is permitted for premiums paid if the policyholder is a beneficiary under the policy. With limited exceptions, no deduction is allowed for interest paid or accrued on any loan. An interest deduction disallowance rule on interest relating to a different investment paid or incurred by the policyholder of a life insurance contract may also apply in the case of a policy insuring the life of an individual who is not an owner of the policy, or an officer, director, or employee of the policyholder’s business. A qualified tax advisor should be consulted before any non-natural person is made an owner or holder of a policy, or before a business (other than a sole proprietorship) is made a beneficiary of a policy.
For an employer-owned life insurance policy under section 101(j) of the Code, death benefits may be subject to income tax unless (1) specified provisions relating to written notice to the insureds and written consent from the insureds are satisfied, and (2) criteria are satisfied concerning the relationship between the insured and policyholder or the insured and the death benefits. The policyholder is solely responsible for ensuring that these provisions are satisfied. The policyholder must also comply with required annual reporting and recordkeeping requirements as set forth by the IRS. It is the employer’s responsibility to verify the eligibility of the intended insured under employer-owned life insurance policies and to provide the notices and obtain the consents required by section 101(j). A tax advisor should be consulted by anyone considering the purchase of an employer-owned life insurance policy.
Modified Endowment Contracts (“MEC”)
General
The premiums paid into a life insurance contract are required to be tested under the “7-pay test” of Code section 7702A to determine if the contract will be classified as a modified endowment contract (“MEC”). Under this test, there is a premium limit that applies for the first 7 years of the contract and for 7 years after a material change to the contract.
If the contract is classified as a MEC, there is no change to the contractual terms of the contract; however, the tax treatment of loans, distributions and decreases is changed. For a MEC, loans and other distributions are taxed to the extent of gain at the time of the loan or distribution (the excess of cash value over premiums paid).
There are situations in which a MEC may be intended by the policyholder. In these cases, the policyholder will be required to sign an acknowledgement of intended MEC status either at issue or when the contract becomes classified as a MEC.
We will monitor premium payments to determine if the premium paid will exceed the MEC limit in effect at the time of the premium payment. Unless the contract is already a MEC and the policyholder has consented to MEC status, if a payment does exceed the limit and applying it to the contract would cause MEC status, we will advise the policyholder that the excess premium will cause MEC status and will take steps to have the amounts removed from the contract. Premiums paid which are removed from the contract, with interest within 60 days after the end of the contract year are not treated as premiums paid and will not cause MEC status. If the policyholder chooses to have the premiums reapplied during the same contract year and the contract becomes a MEC, the MEC status cannot be reversed. A life insurance contract received in a tax-free exchange for a MEC will be treated as a MEC.
Reduction in Benefits During the First Seven Years
If during the first seven contract years there is a reduction in death benefits or reduction or elimination of certain other riders, the MEC test is recalculated assuming the lowered death benefits. This recalculation is retroactive back to the beginning of the contract and each premium actually paid is tested against the recalculated limit. For a contract with two insureds in which the death benefit is payable upon the death of the last insured, a reduction in death benefits at any time during the life of the contract will cause a retroactive recalculation of the MEC test back to issue and actual premiums paid will be tested against the recalculated limit. A contract that becomes a MEC due to a reduction in benefits and a recalculation cannot have MEC status reversed.
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Distributions Affected
If a contract fails the MEC test, it is considered a MEC as to distributions in the year in which the test is failed and all subsequent contract years. In addition, distributions made within the two years prior to MEC status are treated as being made in anticipation of MEC status and are considered distributions under a MEC and are taxable in the year the contract becomes a MEC.
Penalty Tax
Any amounts taxable from a MEC will be subject to an additional 10% excise tax, except for distributions that are:
| ● | made on or after the taxpayer attains age 59½ |
| ● | attributable to the taxpayer’s disability (within the meaning of Code section 72(m)(7)); or |
| ● | part of a series of substantially equal periodic payments (not less often than annually) made for the life (or life expectancy) of the taxpayer or the joint lives (or life expectancies) of the taxpayer and his beneficiary. |
Material Change Rules
Any determination of whether the contract meets satisfied the MEC test will begin again any time the contract undergoes a “material change,” which includes any increase in death benefits or any increase in or addition of a qualified additional benefit, except for an increase that is attributable to premiums paid “necessary to fund” the lowest death benefit and qualified additional benefits payable in the first seven contract years or to the crediting of interest or dividends with respect to these premiums.
A material change may occur at any time during the life of the contract (within the first seven years or thereafter), and future taxation of distributions or loans would depend upon whether the contract satisfied the MEC test from the time of the material change. An exchange of policies is considered to be a material change for all purposes.
Serial Purchase of MECs
All MECs issued by the same insurer (or affiliated companies of the insurer) to the same policyholder within the same calendar year will be treated as one MEC in determining the taxable portion of any loans or distributions made to the policyholder.
Limitations on Mortality and Expense Charges
The Code imposes limitations on mortality and expense charges in the computation of the definition of life insurance tests and in the MEC test. The mortality charges taken into account to compute permissible premium levels may not exceed those charges required to be used in determining the federal income tax reserve for the contract, unless U.S. Treasury regulations prescribe a different limitation. In addition, the expense charges taken into account under the Guideline Premium Test are required to be reasonable, as defined by the U.S. Treasury regulations. We will comply with the requirements in calculating all of the applicable tax limitations.
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A contract may be used in conjunction with certain qualified plans. Since the rules governing such use are complex, you should not use the contract in conjunction with a qualified plan until you have consulted a pension, tax or legal advisor. If this contract is used in this connection, we are specifically not the plan administrator or trustee and we are not providing any guidance or assistance regarding any qualified plan rules. We may require that the plan administrator or trustee be identified in a specific form or document.
Code section 817(h) requires that all contracts be adequately diversified. Treasury regulations define the requirements and generally permit these requirements to be satisfied using separate accounts with separate funds or series of a fund, each of which meets the requirements. The regulations generally require that, on the last day of each calendar quarter the assets of the separate accounts or series be invested in no more than:
| ● | 55% in any one investment |
| ● | 70% in any two investments |
| ● | 80% in any three investments |
| ● | 90% in any four investments |
A “look-through” rule applies to treat a pro rata portion of each asset of a series as an asset of the Separate Account; therefore, each series will be tested for compliance with the percentage limitations. For purposes of these diversification rules, all securities of the same issuer are treated as a single investment, but each United States government agency or instrumentality is treated as a separate issuer.
We intend to comply with the Diversification Regulations to assure that the contracts qualify as life insurance contracts for federal income tax purposes.
The Treasury Department has indicated that the Diversification Regulations do not provide exclusive guidance regarding the circumstances under which policyholder control of the investments of the Separate Account will cause the policyholder to be treated as the owner of the assets of the Separate Account, thereby resulting in current taxation of contract earnings. In certain circumstances, owners of variable life insurance contracts have been considered for Federal income tax purposes to be the owners of the assets in the separate account supporting their contracts due to their ability to exercise investment control over those assets. Where this is the case, the contract owners have been currently taxed on income and gains attributable to the separate accounts. There is little guidance in this area, and some features of the policies, such as the flexibility of the policyowner to allocate premiums and cash values, have not been explicitly addressed in published rulings. While we believe that the policy does not give policyowners investment control over separate account assets, we reserve the right to modify the policies as necessary to prevent a policyowner from being treated as the owner of the separate account assets supporting the policy.
Change or Assignment of Ownership, Exchange of Policies or Change of Insured
Changing the policyholder or the insured or an exchange or assignment of the contract may have tax consequences depending on the circumstances. A change of insured under the same contract is treated as if the contract was fully surrendered and a new contract with a new insured was acquired. Any gain in the contract at the time of the change of insured is taxable income at that time. For exchanges in which there is no change in the identity of the insured or policyholder, Code section 1035 provides that a life insurance contract can be exchanged for another life insurance contract, long-term care contract, or for an annuity contract, without recognition of gain or loss, assuming that no money or other property is received in the exchange, and that the policies relate to the same insured. At the time of the exchange, the contract is generally treated as newly issued and is subject to tax rules in place at the time of the exchange. If the original contract is subject to a contract loan and the newly acquired contract is not subject to the same loan, the amount of the loan on the original contract may be treated as the receipt of money on the exchange. To qualify under section 1035, the contract proceeds must be transferred directly from one insurer to another insurer. We recommend that any person contemplating such actions seek the advice of a legal or tax advisor.
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A life insurance contract may also raise issues concerning federal estate, gift and generation skipping taxes, state and local estate, inheritance and other taxes. We do not make any representations regarding the tax consequences with respect to these types of taxes.
Withholding and Information Reporting
We are required to file information returns with the Internal Revenue Service and state taxation or revenue authorities in the event that there is a distribution from your contract that may have tax consequences and in certain other circumstances. In order to comply with our requirements, from time to time, we request that the policyholder provide certain information, including social security number or tax identification number and current address.
We are also required to withhold federal income taxes on the taxable portion of any amounts received under the contract unless you elect to not have any withholding or in certain other circumstances. You are not permitted to elect out of withholding if you do not provide a social security number or other taxpayer identification number. Special withholding rules apply to payments made to nonresident aliens. You are liable for payment of federal income taxes on the taxable portion of any amounts received under the contract. You may be subject to penalties if your withholding or estimated tax payments are insufficient. Certain states also require withholding of state income taxes on the taxable portion of amounts received. State laws differ regarding the procedure by which these amounts are computed and the extent to which a policyholder can elect out of withholding.
In 2004, the Department of Treasury ruled that income received by residents of Puerto Rico under a life insurance contract issued by a United States company is U.S.-source income that is subject to United States Federal income tax. This ruling is also understood to apply to other nonresident alien policyholders. Prospective purchasers that are not U.S. citizens or residents are advised to consult with a qualified tax adviser regarding U.S. and foreign taxation with respect to a life insurance policy purchase.
Federal Estate, Gift and Generation-Skipping Transfer Taxes
While no attempt is being made to discuss in detail the federal estate tax implications of the contract, a purchaser should keep in mind that ownership of a life insurance policy at time of death may result in federal estate taxes and that in certain circumstances, the death benefit may also be subject to these taxes. Consult an estate planning advisor for more information.
Gifting an existing life insurance contract/policy to another person, including a trust, can result in the assessment of gift taxes.
Under certain circumstances, the Code may impose a generation-skipping (“GST”) tax when all or part of a life insurance contract is transferred to, or a death benefit is paid to, an individual two or more generations younger than the Owner. Regulations issued under the Code may require us to deduct the tax from your contract, or from any applicable payment, and pay it directly to the IRS.
The potential application of these taxes underscores the importance of seeking guidance from a qualified adviser to help ensure that your estate plan adequately addresses your needs and those of your beneficiaries under all possible scenarios.
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We may benefit from any foreign tax credits attributable to taxes paid by certain underlying funds to foreign jurisdictions to the extent permitted under Federal tax law.
Although the likelihood of legislative and regulatory changes is uncertain, there is always the possibility that the tax treatment of the contract could change by legislation or regulation. Consult a tax adviser with respect to legislative and regulatory developments and their effect on the contract.
We have the right to modify the contract or our contract administration in response to legislative or regulatory changes. We make no guarantee regarding the tax status of any contact and do not intend the above discussion as tax advice.
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.
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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.
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.
Audited financial statements of the Separate Account and Nassau Life are included in the Statement of Additional Information. For a free copy of the Statement of Additional Information, simply call or write to our Customer Service Office. The Statement of Additional Information is also available on the SEC’s website at www.sec.gov.
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The Company has appointed 1851 Securities, Inc. (“1851”) to serve as the principal underwriter of the securities offered through this prospectus, pursuant to the terms of an underwriting agreement. 1851, which is an affiliate of the Company, also acts as the principal underwriter of other variable life insurance policies and variable annuity contracts issued by the Company and its affiliated companies. The Company or an affiliate reimburses 1851 for expenses 1851 incurs in underwriting the policies (e.g., commissions payable to retail broker-dealers who sell the policies). 1851 does not retain any fees under the policies; however, 1851 may receive 12b-1 fees from the underlying funds.
1851’s principal executive offices are located at One American Row, PO Box 5056, Hartford, CT 06102-5056. 1851 is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as well as the securities commissions in the states in which it operates, and is a member of FINRA.
1851 and the Company enter into selling agreements with broker-dealers who are registered with the SEC and are members of FINRA, and with entities that may offer the policies but are exempt from registration. Applications for the policy are solicited by registered representatives who are associated persons of such broker-dealer firms. Those representatives act as appointed agents of the Company under applicable state insurance law and must be licensed to sell variable life insurance products. The Company has offered the policy in jurisdictions where it is licensed to do business and where the policy is approved.
Broker-dealers having selling agreements with 1851 and the Company are paid compensation for the promotion and sale of the policies. Registered representatives who solicit sales of the policy typically receive a portion of the compensation payable to the broker- dealer firm, depending on the agreement between the firm and the registered representatives. A broker-dealer firm or registered representative of a firm may receive different compensation for selling one product over another and/or may be inclined to favor or disfavor one product provider over another product provider due to differing compensation rates.
Compensation paid on the policies, as well as other incentives or payments, is not assessed as an additional direct charge to policy owners or the Separate Account. Instead, you pay for sales and distribution expenses through overall charges and fees assessed under your policy. For example, front end sales charges, per thousand sales loads, and /or any profits the Company may realize through assessing the mortality and expense risk charge under your policy may be used to pay for sales and distribution expenses. The Company may also pay for sales and distribution expenses out of any payments the Company or 1851 may receive from the Funds for providing administrative, marketing and other support and services to the Funds.
The amount and timing of overall compensation, which includes both commissions and the additional compensation as outlined below, may vary depending on the selling and other agreements in place. The additional compensation or reimbursement we pay to certain broker-dealers may be paid in the form of flat fees. However, these payments may be represented as a percentage of expected premium payments. Sales commissions will be paid to registered representatives on purchase payments we receive under these policies. The Company will pay up to a maximum total sales commission of up to 115% of target premium payments in the first policy year, up to 20% of excess target premium payments in the first policy year, up to 20% of target premium payments in the following policy years, and asset based fees of up to 0.25% of policy value in the following policy years.
We generally pay compensation as a percentage of premium payments invested in the policy (“commissions”). The amount of commissions we pay may vary depending on the selling agreement.
Promotional Incentives and Payments
To the extent permitted by FINRA rules and other applicable laws and regulations, 1851 may pay or allow other promotional incentives or payments in the form of cash or other compensation.
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APPENDIX A – Investment Options 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 1-800-541-0171 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 C: 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 long-term capital appreciation. | Alger CapitaI Appreciation Portfolio1,2 (Class 1-2 Shares) - Fred Alger Management, LLC | 0.94% | 32.87% | 16.33% | 18.17% |
| Seeks investment results that correspond to the total return performance of U.S. common stocks, as represented by the S&P MidCap 400® Index. | CVT S&P Midcap 400 Index Portfolio (Class I) 3 - Calvert Research and Management/Ameritas Investment Partners, Inc. | 0.33% | 7.14% | 8.77% | 10.37% |
| Seeks to replicate, as closely as possible, before the deduction of expenses, the performance of the Standard & Poor’s 500 Composite Stock Price Index (the “S&P 500® Index”), which emphasizes stocks of large US companies. | DWS
Equity 500 Index VIP (Class A) 3 - DWS Investment Management Americas, Inc. Northern Trust Investments, Inc. |
0.25% | 17.63% | 14.13% | 14.52% |
| Seeks to replicate, as closely as possible, before the deduction of expenses, the performance of the Russell 2000® Index, which emphasizes stocks of small US companies. | DWS
Small Cap Index VIP (Class A) 3 - DWS Investment Management Americas, Inc. Northern Trust Investments, Inc. |
0.37% | 12.64% | 5.84% | 9.33% |
| Provides current income. | Federated
Hermes Fund for U.S. Government Securities II3 - Federated Investment Management Company Federated Advisory Services Company (FASC) |
0.78% | 6.80% | -0.84% | 1.06% |
| Provides current income consistent with stability of principal and liquidity. | Federated
Hermes Government Money Fund II3 - Federated Investment Management Company Federated Advisory Services Company (FASC) |
0.63% | 3.73% | 2.80% | 1.73% |
| Seeks high current income. | Federated
Hermes High Income Bond Fund II3 - Federated Investment Management Company Federated Advisory Services Company (FASC) |
0.81% | 8.23% | 3.70% | 5.59% |
| Seeks to achieve capital appreciation. | Fidelity® VIP Growth Portfolio (Service Class) 3 - FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, Fidelity Management & Research (Japan) Limited | 0.65% | 14.80% | 13.59% | 17.33% |
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 long-term capital appreciation. | Fidelity® VIP ContrafundSM Portfolio (Service Class) 3 - FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, Fidelity Management & Research (Japan) Limited | 0.64% | 21.42% | 15.26% | 15.66% |
| Seeks to provide capital growth. | Fidelity® VIP Growth Opportunities Portfolio (Service Class) 3 - FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, Fidelity Management & Research (Japan) Limited | 0.66% | 21.89% | 11.20% | 19.82% |
| Seeks as high a level of current income as is consistent with the preservation of capital. | Fidelity® VIP Investment Grade Bond Portfolio (Service Class) 3 - FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, Fidelity Management & Research (Japan) Limited | 0.47% | 7.14% | -0.06% | 2.61% |
| Seeks to maximize income while maintaining prospects for capital appreciation. | Franklin Income VIP Fund (Class 2) - Franklin Mutual Advisers, LLC | 0.72% | 12.56% | 7.66% | 7.30% |
| Seeks capital appreciation, with income as a secondary goal. | Franklin Mutual Shares VIP Fund (Class 2) - Franklin Mutual Advisers, LLC | 0.94% | 11.52% | 9.20% | 7.53% |
| Seeks capital appreciation. | Invesco V.I. Discovery Large Cap Fund3, 4 - Invesco Adviser, Inc. | 0.80% | 12.79% | 11.69% | 14.22% |
| Seeks capital appreciation. | Invesco V.I. Global Fund (Series II) - Invesco Adviser, Inc. | 1.06% | 15.05% | 7.01% | 10.72% |
| Seeks capital appreciation. | Invesco V.I. Main Street Small Cap Fund® (Series II) - Invesco Adviser, Inc. | 1.09% | 8.44% | 8.07% | 10.31% |
| Seeks long-term growth of capital. | Invesco V.I. Main Street Mid Cap Fund® (Series I) 1,2 - Invesco Adviser, Inc. | 0.94% | 9.19% | 9.11% | 9.35% |
| Seeks capital growth. | Invesco V.I. American Franchise Fund (Series I) - Invesco Adviser, Inc. | 0.85% | 11.67% | 10.35% | 14.87% |
| Seeks long-term growth of capital. | Invesco V.I. Core Equity Fund (Series I Shares) 1,2 - Invesco Adviser, Inc. | 0.80% | 16.17% | 12.81% | 11.73% |
| Seeks capital appreciation and current income. | Invesco V.I. Equity and Income Fund (Series II) - Invesco Adviser, Inc. | 0.82% | 12.52% | 8.68% | 8.64% |
| Seeks long-term capital appreciation. | Lazard Retirement US Small Cap Equity Select Portfolio (Service Shares) 1,2,3,8 - Lazard Asset Management LLC | 1.10% | 2.18% | 4.82% | 7.22% |
| Seeks high current income and the opportunity for capital appreciation to produce a high total return. | Lord Abbett Bond-Debenture Portfolio (Class VC Shares) - Lord, Abbett & Co. LLC | 1.04% | 8.33% | 2.10% | 4.72% |
A-2
| 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 long-term growth of capital and income without excessive fluctuations in market value. | Lord Abbett Growth and Income Portfolio (Class VC Shares) - Lord, Abbett & Co. LLC | 0.93% | 17.29% | 13.34% | 11.12% |
| Seeks capital appreciation through investments, primarily in equity securities. | Lord Abbett Mid Cap Stock Portfolio (Class VC Shares) - Lord, Abbett & Co. LLC | 1.15% | 7.05% | 10.16% | 7.98% |
| Seeks to provide investors with capital appreciation. | Morningstar Aggressive Growth ETF Asset Allocation Portfolio (Class II) - Morningstar Investment Management LLC | 0.85% | 20.00% | 10.55% | 10.36% |
| Seeks to provide investors with capital appreciation and some current income. | Morningstar Balanced ETF Asset Allocation Portfolio (Class II) - Morningstar Investment Management LLC | 0.84% | 14.82% | 6.61% | 7.25% |
| Seeks to provide investors with capital appreciation | Morningstar Growth ETF Asset Allocation Portfolio (Class II) - Morningstar Investment Management LLC | 0.82% | 17.91% | 8.82% | 9.05% |
| Seeks to provide investors with capital appreciation and some current income. | Morningstar Income and Growth ETF Asset Allocation Portfolio (Class II) - Morningstar Investment Management LLC | 0.84% | 11.70% | 4.43% | 5.46% |
| Seeks growth of capital. | Neuberger Berman AMT Mid Cap Growth Portfolio Class S - Neuberger Berman Investment Advisers LLC | 1.11% | 5.23% | 4.27% | 10.71% |
| Invests predominantly in securities of companies selected in accordance with the Fund's Sustainable Investing Criteria. | Quality Equity Portfolio Class S3, 7 - Neuberger Berman Investment Advisers LLC (“Manager”) is the Fund’s investment manager | 1.12% | 13.43% | 12.54% | 12.66% |
| Seeks maximum real return, consistent with prudent investment management. | PIMCO VIT CommodityRealReturn® Strategy Portfolio (Advisor Class) - PIMCO | 3.29% | 18.85% | 10.47% | 6.43% |
| Seeks maximum real return, consistent with preservation of real capital and prudent investment management | PIMCO VIT Real Return Portfolio (Advisor Class) - PIMCO | 1.49% | 7.74% | 1.11% | 3.11% |
| Seeks maximum total return, consistent with preservation of capital and prudent investment management. | PIMCO VIT Total Return Portfolio (Advisor Class) - PIMCO | 0.83% | 8.78% | -0.08% | 2.26% |
| Seeks to provide total returns that inversely correlate, before fees and expenses, to the price movement of a benchmark for U.S. Treasury debt instruments or futures contracts on a specified debt instrument on a daily basis. | Rydex VT Inverse Government Long Bond Strategy Fund1,2,3 - Security Investors, LLC. / Guggenheim Investments | 5.67% | 1.85% | 12.87% | 1.41% |
A-3
| 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 to provide investment results that match, before fees and expenses, the performance of a specific benchmark on a daily basis. | Rydex VT Nova Fund1,2,3 - Security Investors, LLC. / Guggenheim Investments | 1.74% | 20.87% | 16.53% | 17.73% |
| Seeks long-term capital appreciation. | Templeton Emerging Markets VIP Fund (Class 2)9 - Templeton Asset Management Ltd. | 1.37% | 46.27% | 5.46% | 10.40% |
| Seeks long-term capital growth. | Templeton Foreign VIP Fund (Class 2)3 - Templeton Investment Counsel, LLC | 1.08% | 29.19% | 8.25% | 5.75% |
| Seeks long-term capital growth. | Templeton Growth VIP Fund (Class 2) - Templeton Global Advisors Limited | 1.12% | 23.83% | 7.95% | 7.04% |
| Seeks capital appreciation and current income. | TVST
Touchstone Balanced Fund (Class I)3 - Touchstone Advisors, Inc. Fort Washington Investment Advisors, Inc. |
0.79% | 14.16% | 8.64% | 9.81% |
| Seeks to provide as high a level of current income as is consistent with the preservation of capital. Capital appreciation is a secondary goal. | TVST
Touchstone Bond Fund (Class I)3 - Touchstone Advisors, Inc. Fort Washington Investment Advisors, Inc. |
0.62% | 7.63% | -0.14% | 2.13% |
| Seeks to provide investors with capital appreciation. | TVST
Touchstone Common Stock Fund (Class I)3 - Touchstone Advisors, Inc. Fort Washington Investment Advisors, Inc. |
0.73% | 17.83% | 13.80% | 14.20% |
| Seeks to provide investors with growth of capital. | TVST
Touchstone Small Company Fund3 - Touchstone Advisors, Inc. Fort Washington Investment Advisors, Inc. |
0.76% | 9.72% | 9.10% | 11.37% |
| Seeks capital appreciation and income. | Virtus
Duff & Phelps Real Estate Securities Series A - Virtus Investment Advisers, LLC (“VIA”) Duff & Phelps Investment Management Co. |
1.10% | 0.72% | 6.06% | 5.95% |
| Seeks long-term growth of capital | Virtus
KAR Capital Growth Series A3 - Virtus Investment Advisers, LLC (“VIA”) Kayne Anderson Rudnick Investment Management, LLC |
1.03% | 6.96% | 5.43% | 13.10% |
A-4
| 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 capital appreciation and current income | Virtus
KAR Equity Income Series A3 - Virtus Investment Advisers, LLC (“VIA”) Kayne Anderson Rudnick Investment Management, LLC |
0.98% | 13.92% | 7.76% | 9.68% |
| Seeks long-term capital growth. | Virtus
KAR Small-Cap Growth Series A3 - Virtus Investment Advisers, LLC (“VIA”) Kayne Anderson Rudnick Investment Management, LLC |
1.14% | -22.62% | -5.76% | 11.33% |
| Seeks long-term capital appreciation. | Virtus
KAR Small-Cap Value Series A3 - Virtus Investment Advisers, LLC (“VIA”) Kayne Anderson Rudnick Investment Management, LLC |
1.10% | -4.50% | 2.57% | 8.90% |
| Seeks long-term total return. | Virtus
Newfleet Multi-Sector Intermediate Bond Series A3 - Virtus Investment Advisers, LLC (“VIA”) Newfleet Asset Management, LLC |
0.94% | 7.58% | 2.52% | 4.23% |
| Seeks high total return consistent with reasonable risk | Virtus
SGA International Growth Series A3 - Virtus Investment Advisers, LLC (“VIA”) Sustainable Growth Advisers, LP |
1.10% | 9.26% | 1.42% | 4.10% |
| Seeks high total return over an extended period of time consistent with prudent investment risk | Virtus
Tactical Allocation Series (Class A Shares)3 - Virtus Investment Advisers, LLC (“VIA”) Kayne Anderson Rudnick Investment Management, LLC (“KAR”) is the subadviser for the equity portion of the Series, and Newfleet Asset Management, LLC (“Newfleet”) is the subadviser for the fixed income portion of the Series. |
0.95% | 6.79% | 2.09% | 7.77% |
A-5
| 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 long-term capital appreciation. | Columbia Variable Portfolio - Acorn International Fund3, 5 - Columbia Management Investment Advisers, LLC (effective Jul 7, 2025; previously Columbia Wanger Asset Management, LLC) | 1.08% | 12.76% | -1.00% | 4.31% |
| Seeks long-term capital appreciation. | Columbia Variable Portfolio - Acorn Fund3, 6 - Columbia Management Investment Advisers, LLC (effective Jul 7, 2025; previously Columbia Wanger Asset Management, LLC) | 0.91% | 4.47% | 1.02% | 8.66% |
1 This fund is closed to new investors.
2 For contract owners who had value allocated to a fund before its applicable closure date, the following restrictions apply: (1) only regular purchase payments are allowed into the fund; (2) no transfers from other funds are allowed into the fund; (3) existing allocation percentages may only be reduced and the fund may not be added to an allocation schedule; (4) existing dollar cost averaging (“DCA”) percentages may only be reduced and the fund may not be added to a DCA allocation schedule; and (5) existing rebalancing percentages may only be reduced and the fund may not be added to the rebalancing allocation schedule.
3 The current expenses of this fund reflect a temporary fee waiver or expense reimbursement arrangement.
4 Formerly known as Invesco V.I. Capital Appreciation Fund.
5 Formerly known as Wanger International.
6 Formerly known as Wanger Acorn.
7 Formerly known as Neuberger Berman AMT Sustainable Equity Portfolio Class S.
8 Effective May 20, 2026, this fund will no longer be available for investment by new or existing investors.
9 Formerly known as Templeton Developing Markets VIP Fund (Class 2).
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APPENDIX B: STATE-SPECIFIC POLICY VARIATIONS
Individual Edge
New York Policy Variations
| ● | The Long Term GIA is not yet available. |
| ● | During the free look period, the policy value will be invested in a money market subaccount and the policyholder has the right to cancel the policy and receive a refund of the premiums paid (less any withdrawals and policy debt). |
| ● | An administrative charge is applied in all policy years. |
The current charge is $5.00 per month.
The guaranteed charge is $7.50 per month.
| ● | Nassau Life reserves the right to: |
| ● | charge a transfer fee of $10 per transfer after the first 12 transfers in each policy year; |
| ● | limit the number of transfers to 12 per policy year; |
| ● | require transfers from subaccounts be a minimum of $500, or the entire subaccount balance if less. |
| ● | The loan interest rate credited on loaned policy values is 4.0%. The loan interest rate charged against loaned policy values is 6.0% for policy years 1-10 (or until policy anniversary nearest age 65 if sooner), 5.0% for policy years 11-15, and 4.5% for policy years 16+. |
| ● | The policy does have a maturity date and is equal to the policy anniversary nearest the insured’s age of 100. |
| ● | For the Age 100+ Rider: |
The rider extends the base policy’s coverage. The Individual Term Rider is not available.
| ● | For the Disability Benefit Rider: |
The rider credits a monthly benefit to the policy and waives the monthly deductions in the event a covered insured suffers a qualifying long term disability.
| ● | For the Family Term Rider and Child Term Rider: |
A conversion allowance (“credit”) equal to 80% of the rider’s first year COI is given to reduce the first year premium of the new converted policy.
Joint Edge
Alabama
| ● | Free look is 30 days for replacements. |
| ● | Payment of the death benefit will not be deferred for more than two months after receiving due proof of death. (Section 27) |
Alaska
| ● | The Free look period is always 30 days |
Arizona
| ● | No minimum loan amount |
B-1
California
| ● | Free look is 30 days for replacements. |
Colorado
| ● | The free look period is 15 days and 30 days for replacements. |
Connecticut
| ● | The Free Look period on the cover page has been revised to provide for a return of premium minus loans, interest and withdrawals. |
| ● | Transfers: the policy may be exchanged for a permanent fixed benefit policy during the first 18 months. See “Right to Exchange this Policy.” |
Georgia
| ● | The Free Look period on the cover page has been revised to provide for a return of premium minus loans, interest and withdrawals. |
Illinois
| ● | The Free Look period on the cover page has been revised to provide for a return of premium minus loans, interest and withdrawals. |
Idaho
| ● | Free look period is 20 days in all instances. |
| ● | The Free Look period on the cover page has been revised to provide for a return of premium minus loans, interest and withdrawals. |
Indiana
| ● | No minimum loan amount |
| ● | Death proceeds will be paid “no later than two months” after receipt of due proof of death. |
Iowa
| ● | Free look is 30 for replacements. |
Kentucky
| ● | Free look is 30 days for replacements. |
Louisiana
| ● | Free look is 30 days for replacements. |
| ● | Includes a provision allowing a “Reduced Paid-Up” option. |
| ● | LA requires that we put the form number on every page of the policy. |
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Maine
| ● | Free look is 30 days for replacements. |
| ● | The Free Look period on the cover page has been revised to provide for a return of premium minus loans, interest and withdrawals. |
| ● | No rolling targets |
Maryland
| ● | No $25 minimum premium |
| ● | No minimum loan amount |
Michigan
| ● | The Free Look period on the cover page has been revised to provide for a return of premium minus loans, interest and withdrawals. |
Minnesota
| ● | “Right to Cancel” includes a 20 day free look for replacements. The Company must “return all payments made for this policy within 10 days after it receives notice of cancellation and the returned policy”. |
Missouri
| ● | The Free Look period on the cover page has been revised to provide for a return of premium minus loans, interest and withdrawals. |
| ● | The policy may be reinstated within five years from the date the policy goes into default. |
Montana
| ● | Unisex only |
Nebraska
| ● | The Free Look period on the cover page has been revised to provide for a return of premium minus loans, interest and withdrawals. |
New Hampshire
| ● | Free look period is 30 days for replacements. |
| ● | The Free Look period on the cover page has been revised to provide for a return of premium minus loans, interest and withdrawals. |
New Jersey (Group)
| ● | The policy forms below pertain to the “group” version: |
Form 08JE-M: Flexible Premium Joint Variable Universal Life Insurance Master Contract
Form 08JE-C: Flexible Premium Joint Variable Universal Life Insurance Certificate
Form JESP-C: Flexible Premium Joint Variable Universal Life Insurance Schedule Pages
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Form 08JPEOR-C: Joint Life Policy Exchange Option Rider
Form 08SPOR-C: Survivor Insurance Purchase Option Rider
Form 08LTRJE: Level Term Rider
New York
| ● | Different SNFL maximum surrender charges |
North Carolina
| ● | Free look period is 30 days for replacements and also 45 days from the date the application is signed. |
| ● | The Free Look period on the cover page has been revised to provide for a return of premium minus loans, interest and withdrawals. |
| ● | NC requires that the policy may be reinstated within five years from the date the policy goes into default rather than three. |
Ohio
| ● | The Free look period is 30 days for replacements. |
Oklahoma
| ● | The Free Look period on the cover page has been revised to provide for a return of premium minus loans, interest and withdrawals. |
Puerto Rico (not approved)
Rhode Island
| ● | The Free look period is 20 days rather than 10 and 30 days for replacements. |
| ● | The Free Look period on the cover page has been revised to provide for a return of premium minus loans, interest and withdrawals. |
Tennessee
| ● | No minimum loan amount |
| ● | No minimum withdrawal amount |
Texas
| ● | No minimum loan amount |
Utah
| ● | The Free Look period on the cover page has been revised to provide for a return of premium minus loans, interest and withdrawals and also to indicate that the free look period is 30 days in the case of a replacement. |
B-4
Washington
| ● | The Free Look period on the cover page has been revised to provide for a return of premium minus loans, interest and withdrawals. |
West Virginia
| ● | The Free Look period on the cover page has been revised to provide for a return of premium minus loans, interest and withdrawals. |
| ● | Free look period is 30 days for replacements. |
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APPENDIX C - 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.
C-1
Additional information about Flex Edge Success® Joint Edge® (the “Policy”) and the Nassau Life Variable Universal Life Account (the “Separate Account”) is contained in the Statement of Additional Information (“SAI”) dated May 1, 2026, which has been filed with the Securities and Exchange Commission (“SEC”) and is incorporated by reference into this prospectus.
The SAI, personalized illustrations of death benefits, cash surrender values and cash values are available, without charge, upon request. Inquiries and requests for the SAI and other requests should be directed in writing to our Customer Service Office.
Reports and other information about the Separate Account are available on the SEC’s website at http://www.sec.gov. Copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following email address: [email protected].
EDGAR contract identifier number: C000074751
[Version C]
Individual Edge®
Nassau Life Variable Universal Life Account
Issued by: Nassau Life Insurance Company
| PROSPECTUS | May 1, 2026 |
This prospectus describes a flexible premium fixed and variable universal life insurance policy. The policy provides lifetime insurance protection for as long as it remains in force. You may allocate premiums and policy value to the Guaranteed Interest Account, Long-term Guaranteed Interest Account, (collectively, “Guaranteed Interest Accounts”) and/or one or more of the investment options of the Nassau Life Variable Universal Life Account (“Separate Account”). The investment options purchase, at net asset value, shares of the mutual funds listed in Appendix A: Investment Options Available Under The Policy. We no longer make new sales of this policy.
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 U.S. Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Read and keep this prospectus for future reference. The policy is not a deposit of any bank, and is not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Policy investments are subject to risk, including the possible loss of principal invested.
The availability of investment options (including the Guaranteed Interest Accounts), 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 C: Financial Intermediary Variations.
For general information, you may send an email request to [email protected].
TABLE OF CONTENTS
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The following is a list of terms and their meanings when used in this prospectus.
Attained age: The age of the insured on the birthday nearest the most recent policy anniversary.
Cash surrender value: The cash surrender value is the policy value less any applicable surrender charge on the date of surrender and less any debt.
Customer Service Office: The address that a policy owner should contact regarding all customer service matters, including premium payments, withdrawals, surrenders, transfers, exchanges, and fund/premium allocation requests. For payments, the address is P.O. Box 758572, Topeka, Kansas 66675-8572. For non-payment service matters, the address is P.O. Box 758573, Topeka, Kansas 66675-8573. For overnight payment delivery, the address is 5801 SW 6th Street, Mail Zone 572, Topeka, Kansas 66636. The telephone number is 1-800-541-0171. The hours of operation are 8:30 am – 6:00 pm Eastern Time and the fax number is 1-785-368-1386.
Death benefit option: The type of death benefit described in effect.
Debt: Unpaid policy loans with accrued interest.
Due proof of death: A certified death certificate, or an order of a court of competent jurisdiction, or any other proof acceptable to us.
In force: The policy has not terminated or otherwise lapsed in accordance with the grace period and lapse provision.
In writing (written notice, written request): Is a written form signed by you, satisfactory to us and received by us.
Investment Options: The accounts within our Separate Account to which non-loaned assets under the policy are allocated (which also may be referred to in this prospectus as the “variable investment options” or “subaccounts”).
Monthly calculation day: The first monthly calculation day is the same day as the policy date. Subsequent monthly calculation days are the same days of each month thereafter or, if such day does not fall within a given month, the last day of that month will be the monthly calculation day.
Nassau Life (our, us, we, company): Nassau Life Insurance Company.
Net amount at risk: On a monthly calculation day it is the death benefit minus the policy value prior to the deduction of the cost of insurance charge. On any other day it is the death benefit minus the policy value.
Payment date: The valuation date on which a premium payment or loan repayment is received by us unless it is received after the close of the New York Stock Exchange in which case it will be the next valuation date.
Policy anniversary: The anniversary of the policy date.
Policy date: The policy date shown on the schedule pages from which policy years and policy anniversaries are measured.
Policy month: The period from one monthly calculation date up to, but not including, the next monthly calculation date.
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Policy value: The sum of your policy’s share in the value of each investment option plus the value of your policy allocated to the Guaranteed Interest Account.
Policy year: The first policy year is the one-year period from the policy date up to, but not including, the first policy anniversary. Each succeeding policy year is the one-year period from the policy anniversary up to, but not including, the next policy anniversary.
Separate Account: Nassau Life Variable Universal Life Account.
Unit: A standard of measurement used to determine the share of this policy in the value of each investment option of the Separate Account.
Valuation Date: A valuation date is every day the New York Stock Exchange (“NYSE”) is open for trading and we are open for business.
Valuation Period: The period in days from the end of one valuation date through the next valuation date.
You (your): The owner of this policy at the time an owner’s right is exercised.
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Important Information You Should Consider About the Policy
| FEES AND EXPENSES | LOCATION IN PROSPECTUS | |
| Charges for Early Withdrawals | During the first ten policy years, a surrender charge will apply if you fully or partially surrender the policy, allow the policy to lapse, or reduce the face amount. The maximum surrender charge that you can pay while you own the policy is equal to 2.25 times the Commission Target Premium. The surrender charge durations and related surrender charge amounts are set forth on the surrender charge table included in your Policy.
For example, during the first five policy years, assuming a male age 35 nonsmoker with a policy face amount of $100,000 and a Policy Value of $20,000, the surrender charge is equal to $1,923.75 or approximately 9.6% of the Policy Value or approximately 1.9 % of the face value. |
Fee Tables; Charges and Deductions |
| Transaction Charges | In addition to surrender charges, you also may be charged for other transactions. Specifically: (a) an additional surrender fee upon a partial surrender (b) an issue expense and face amount increase charge, deducted during the first 12 months after policy issue or after a face amount increase (c) premium tax charges, which may be deducted from premium payments you make and (d) a transfer charge, which we reserve the right to deduct after the first two transfers in any given policy year. |
Fee Tables; Charges and Deductions |
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| FEES AND EXPENSES | LOCATION IN PROSPECTUS | |
Ongoing Fees and Expenses (annual charges) |
In addition to surrender charges and transaction charges, an investment in the policy is subject to certain ongoing fees and expenses, including the cost of insurance charge, the administrative charge, the mortality and expense risk charge, the loan interest charge (if a policy loan is taken), and the charge for any optional rider you have elected. 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 underlying funds under the policy, as shown in the following table |
Fee Tables; Charges and Deductions; Appendix A: Investment Options Available under the Policy |
| Annual Fee | MIN. | MAX. | ||||
| Investment options (underlying fund fees and expenses)* | 0.27% | 5.82% | ||||
| * As a percentage of underlying fund assets, as of December 31, 2025. Fund fees and expenses vary over time. | ||||||
| RISKS | LOCATION IN PROSPECTUS | |
| Risk of Loss | You can lose money by investing in the policy. | Principal Risks of Investment in the Policy |
| Not a Short-Term Investment | ● A policy is not a short-term investment and is not appropriate for an investor who needs ready access to cash.
● We may apply a surrender charge with respect to any surrender you make from the policy.
● A surrender may also reduce your policy’s face amount and death benefit, and may have adverse tax consequences. |
Principal Risks of Investment in the Policy; Charges and Deductions; Federal Income Tax Considerations |
|
● You can avoid surrender charges and such possible adverse tax consequences by holding your policy for the long-term and minimizing surrenders.
● Tax deferral generally is more beneficial to investors with a long time horizon. |
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| RISKS | LOCATION IN PROSPECTUS | |
| 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 (as well as the GIA) has its own unique risks.
● You should review the investment options before making an investment decision. |
Principal Risks of Investment in the Policy; The Guaranteed Interest Accounts; Appendix A: Investment Options Available Under the Policy |
| Insurance Company Risks | An investment in the policy is subject to the risks related to Nassau Life. Any obligations (including under the Guaranteed Interest Accounts), guarantees, and benefits of the policy are subject to the claims-paying ability of Nassau Life. If Nassau Life experiences financial distress, it may not be able to meet its obligations to you. More information about Nassau Life, including its financial strength ratings, is available upon request by calling toll-free at 1-800-541-0171. | Nassau Life Insurance Company |
| Contract Lapse | Your policy will remain in force only as long as the cash surrender value is enough to pay the monthly charges incurred under the policy. If the cash surrender value is no longer enough to pay the monthly charges, the policy will lapse, or end. Factors that may cause your policy to lapse include: insufficient premium payments, poor investment performance, surrenders, and unpaid loans or loan interest. To prevent your policy from lapsing, you must during the grace period pay an amount equal to three times the required monthly deduction plus any other amount due. The death benefit will not be paid if the policy has lapsed. | Lapse and Reinstatement |
| RESTRICTIONS | LOCATION IN PROSPECTUS | |
| Investments | If you choose to participate in an asset allocation program or strategic program, the assets you have dedicated to the program will be limited by the terms of the program.
We do not permit transfers of less than $500 unless either (a) the entire balance in the investment option or the Guaranteed Interest Account is being transferred or (b) the transfer is part of a Systematic Transfer Program.
Transfers out of the Guaranteed Interest Accounts are limited to one transfer per year. The amount you may transfer out of the Guaranteed Interest Accounts is limited based on a schedule described later in this Prospectus. |
Additional Programs – Asset Allocation and Strategic Programs; Transfer of Policy Value; Nassau Life Insurance Company; Appendix C: Financial Intermediary Variations |
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| RESTRICTIONS | LOCATION IN PROSPECTUS | |
We reserve the right to reject or restrict transfers if we determine the transfers reflect frequent trading or a market timing strategy, or we are required to reject or restrict the transfer by the applicable fund.
Nassau Life reserves the right to remove or substitute funds as investment options that are available under the policy.
The availability of investment options (including the Guaranteed Interest Accounts) may vary depending on the broker-dealer through which your policy was purchased. |
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| Optional Benefits | We offer several optional riders under the policy. The insurance features added by these riders include waiver of premium in the event of total disability and payment of an additional death benefit in the event of accidental death.
Except as otherwise provided, an optional benefit 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. |
Optional Insurance Benefits; Appendix C: Financial Intermediary Variations |
| 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 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. |
Federal Income Tax Considerations |
| 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”). Nassau Life may also pay for sales and distribution expenses out of any payments we or the principal underwriter of the contracts 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. |
Principal Underwriter |
| 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. |
Principal Underwriter |
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The policy is a variable life insurance policy. 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 and/or fully surrender the policy at any time, the policy should not be viewed as a highly liquid investment. In that regard, surrenders taken in the near term can result in you being assessed a surrender charge, which can be a significant amount, in addition to applicable income taxes and tax penalties. Failure to hold the policy for the long-term also would mean that you lose the opportunity for the performance of your chosen investment options to grow on a tax-deferred basis. Thus, the policy’s features are appropriate for an investor who does not have significant liquidity needs with respect to money dedicated to the policy and has a long investment horizon. The policy is not intended for those who intend to engage in frequent trading among the investment options within the separate account.
The policy is a flexible premium policy, under which you have flexibility in terms of the amount and timing of the premium payments you make. The only premiums you must pay are the issue premium and any payments that may be required to prevent policy lapse. You should consult your registered representative to discuss how much premium you should allocate to the policy. The amount of premium you should allocate to the policy can differ depending on what your insurance and financial needs are. If you are buying the policy purely for death benefit protection, you should carefully consider the advantages and disadvantages of choosing to allocate more premium than needed to keep the policy in force under death benefit option 1.
Death Benefits
The policy is, first and foremost, a life insurance policy. While the policy remains in force we will pay a death benefit to your named beneficiary upon the death of the person insured under the policy. We no longer make new sales of the policy. When you applied for a policy, you chose a death benefit from these options:
| ● | Death Benefit Option 1 is equal to the greater of the policy’s face amount, or the minimum death benefit |
| ● | Death Benefit Option 2 equals the greater of the face amount plus the policy value, or the minimum death benefit |
You may change your death benefit option at any time. Death benefit option 1 applies if you do not choose an option.
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The minimum death benefit is equal to the policy value, increased by a percentage taken from a table in the policy based on the policy year and the insured person’s age. Also available is the death benefit protection rider, an additional insurance option that you may purchase by paying specified premiums.
Loans and Surrenders
Generally, you may take loans against 90% of the policy’s cash surrender value, subject to certain conditions. We charge interest to your policy for outstanding loans. Loans can reduce the face amount and the death benefit under the policy. Loans also increase the risk that the policy will lapse.
You may partially surrender any part of the policy at any time. A partial surrender fee will apply and a separate surrender charge may also be imposed. Partial surrenders may reduce the face amount and the death benefit under the policy. Partial surrenders also increase the risk of lapse.
You may fully surrender this policy any time for its cash surrender value. A surrender charge may be imposed. The policy terminates upon full surrender.
For your protection, we require a signature guarantee for surrenders, partial surrenders, or loans over $100,000.
There may be tax consequences associated with loans, surrenders, and partial surrenders.
Investment Choices
You may select from one or more investment options and the Guaranteed Interest Accounts. Each investment option invests directly in a professionally managed fund. You may transfer policy value among any of the investment options and the Guaranteed Interest Accounts while continuing to defer current income taxes.
Additional information about each underlying fund offered within the separate account is provided in Appendix A to this prospectus, entitled “Investment Options Available Under the Policy.”
Asset Allocation and Strategic Programs
You may also elect an asset allocation or strategic program through which to allocate your premiums and policy value. Participation in a program is optional. Although we may offer other programs in the future, whether those programs will be made available to both current and prospective policy owners will be determined at the sole discretion of the Company. For more information on the programs, refer to the section on “Asset Allocation and Strategic Programs.”
Optional Insurance Benefits
The following benefits may be available to you by rider:
| ● | Disability Waiver of Specified Premium |
| ● | Accidental Death Benefit |
| ● | Death Benefit Protection |
| ● | Whole Life Exchange Option (not available after January 27, 2003) |
| ● | Purchase Protection Plan |
| ● | Living Benefits |
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| ● | Cash Value Accumulation |
| ● | Child Term |
| ● | Family Term |
| ● | Nassau Individual Edge Term |
| ● | Age 100+ Rider |
| ● | LifePlan Options Rider |
Availability of these riders depends upon state approval and may involve extra cost.
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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 that 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 | Amount Deducted |
| Premium Tax Charge | Upon payment. | 2.25% of each premium. |
| Federal Tax Charge | Upon payment. | 1.50% of each premium. |
| Issue Expense Charge and Face Amount Increase | 1/12th of the fee is deducted on each of the first 12 monthly calculation days1 after policy issue or face amount increase. | The maximum charge is $6002. |
| Surrender Charge |
Upon full surrender or lapse occurring during the first ten policy years.
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A maximum of 2.25 times the Commission Target Premium3. We will provide your surrender charges before we issue your policy. |
| Partial Surrender Charge | Upon partial surrender or a decrease in the policy face amount occurring during the first ten policy years. |
For a partial surrender: The charge that would apply upon a full surrender multiplied by the partial surrender amount divided by the result of subtracting the full surrender charge from the policy value.
For a decrease in face amount: The charge that would apply upon a full surrender multiplied by the decrease in face amount divided by the face amount prior to the decrease.
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| Partial Surrender Fee | Upon partial surrender. | 2.00% of surrender amount up to a maximum of $25. |
| Transfer Charge | Upon transfer. | $10 per transfer after the first two transfers in any given policy year. |
| 1 | The monthly calculation day occurs on same day as the policy date (the date from which policy years and anniversaries are measured) or if that date does not fall in any given month, it will be the last day of the month. |
| 2 | The Issue Expense Charge is $1.50 per $1,000 of face amount. Policies with a face amount of less than $400,000 will have a total charge of less than $600. |
| 3 | Surrender charges are generally level for the first 5 policy years. Thereafter, the surrender charge decreases each year until the 10th policy year at which point the charge declines to 0. The Commission Target Premium (CTP) is an arithmetical formula based on personal information (i.e., age, gender, risk class), and the policy face amount. We will provide your surrender charges before we issue your policy. |
| 4 | At present, we do not charge for transfers between investment options, but we reserve the right to charge up to $10 per transfer after the first two transfers in any given policy year. |
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The next table describes the fees and expenses that you will pay periodically during the time that you own the policy, not including underlying fund fees and expenses.
Periodic Charges Other than Annual Underlying Fund Expenses
| Charge | When Charge Is Deducted | Amount Deducted |
| Base Policy Charges | ||
| Cost of Insurance1 | On each monthly calculation day. | |
| Minimum and Maximum Charges | $0.02 - $83.33 per $1,000 of amount at risk2 each month. | |
| Example for a male age 37 in the nonsmoker premium class | We would charge $0.143 per $1,000 of amount at risk2 per month. We will increase this charge as he ages. | |
| Administrative Charge | On each monthly calculation day. | $10 per month. |
| Mortality and Expense Risk Charge3 | Daily | 0.80% on an annual basis, of investments in the investment options. |
| Other Tax Charges | When we become liable for taxes. | We currently do not charge for taxes. However, we reserve the right to impose a charge should we become liable for taxes in the future. Possible taxes would include state or federal income taxes on investment gains of the Separate Account and would be included in our calculation of investment option values. |
| Loan Interest Rate Charged8 | Interest accrues daily and is due on each policy anniversary. If not paid on that date, we will treat the accrued interest as another loan against the policy. | The maximum net cost to the policy value is 2.00% of the loan balance on an annual basis. |
| Optional Insurance Benefits | ||
| Death Benefit Protection Rider | On each monthly calculation day. | $0.01 per $1,000 of face amount per month. |
| Purchase Protection Plan Rider4 | On rider date, and on each monthly calculation day.
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| Minimum and Maximum | $0.05 - $0.17 per unit7 purchased per month. | |
| Example for a policy owner age 30 in the nonsmoker premium class | $0.121275 per unit7 purchased per month. | |
| Child Term Rider4 | On each monthly calculation day. | |
| Minimum and Maximum | $0.05 - $0.40 per $1,000 of rider face amount per month. | |
| Example for a male age 10. | $0.0567 per $1,000 of rider face amount. | |
| Family Term Rider4 | On each monthly calculation day. | |
| Minimum and Maximum | $0.07 - $6.39 per $1,000 of rider face amount per month. | |
| Example for a male age 41 in the nonsmoker premium class | $0.1792 per $1,000 of rider face amount per month. | |
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| Charge | When Charge Is Deducted | Amount Deducted |
| Nassau Individual Edge Term Rider4 | On each monthly calculation day. | |
| Minimum and Maximum | $0.14 - $83.33 per $1,000 of rider face amount per month. | |
| Example for a male age 37 in the nonsmoker premium class | $0.0846 per $1,000 of rider face amount per month. | |
| Disability Waiver of Specified Premium Rider5 | On each monthly calculation day. | |
| Minimum and Maximum | $0.1899 - $0.6363 per $100 of premium waived per month. | |
| Example for a male age 35 in the nonsmoker premium class. | $0.2358 per $100 of premium waived per month. | |
| Accidental Death Benefit Rider5 | On each monthly calculation day. | |
| Minimum and Maximum | $0.064 - $0.273 per $1,000 of rider amount per month. | |
| Example for a male age 36 in the nonsmoker premium class | $0.07226 per $1,000 of rider amount per month. | |
| Living Benefits Rider | We do not charge for this rider. | We describe this rider later under “Optional Insurance Benefits.” |
| Cash Value Accumulation Rider | We do not charge for this rider. | We describe this rider later under “Optional Insurance Benefits.” |
| Whole Life Exchange Rider6 | We do not charge for this rider. | We describe this rider later under “Optional Insurance Benefits.” |
| Age 100+ Rider | We do not charge for this rider. | We describe this rider later under “Optional Insurance Benefits.” |
| LifePlan Options Rider | We do not charge for this rider. | Though we do not charge for this rider, to the extent there is an increase in face amount, there will be an increase in the cost of insurance. We describe this rider later under “Optional Insurance Benefits.” |
| 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. Before you purchase the policy, we will provide you personalized illustrations of your future benefits under the policy based upon the age and premium class of the person you wish to insure, the death benefit option, face amount, planned periodic premiums, and riders requested. |
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| 2 | The amount at risk at any given time is the difference between the total death benefit we would pay and the policy value. |
| 3 | We currently offer reduced mortality and expense risk charges beginning in policy year 16 of 0.25% of average daily net assets invested in the investment options. We do not deduct this charge from investments in the Guaranteed Interest Account. |
| 4 | This charge will vary according to age, gender, and risk classification. Charges will generally increase with age. The charge shown in the table may not be typical of the charges you will pay. Your policy’s specifications page will indicate the cost applicable to your policy. More detailed information concerning the cost of this benefit is available upon request. |
| 5 | The charge for this rider depends on age, gender, and risk classification at issue, but will not increase with age. The charge shown in the table may not be typical of the charges you will pay. Your policy’s specifications page will indicate the cost applicable to your policy. More detailed information concerning the cost of this benefit is available upon request. |
| 6 | This rider is no longer available. |
| 7 | Each unit entitles you to purchase $1,000 face amount of insurance on each of the first two option dates defined in the rider, and $667 in face amount of insurance on each subsequent option date defined in the rider. |
| 8 | The maximum net cost to the policy is the difference between the rate we charge for the outstanding loan, and the rate we credit the loaned portion of the Guaranteed Interest Account, where we allocate policy value equal to the amount of the loan, as collateral. The net cost to the policy can be as low as 0.25% on an annual basis. For more information see “Charges and Deductions” and “Loans.” |
The next table 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 | |||||||
Annual Underlying Fund Expenses1 (expenses that are deducted from underlying fund assets, including management fees, distribution and/or service (12b-1) fees, and other expenses) |
0.27 | % | 5.82 | % | ||||
| 1 | Underlying fund expenses are as of December 31, 2025. Expenses shown may change over time and may 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 Investment 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 underlying mutual 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.
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Short-Term Investment Risk. The policy is not designed for short-term investing and is not appropriate for an investor who needs ready access to cash. The policy may be inappropriate for you if you do not have the financial ability to keep it in force for a substantial period of time. You should consider that surrender charges may apply during the first 10 policy years, and that a partial surrender charge is deducted from policy value upon a decrease in face amount. A surrender charge could significantly reduce the cash surrender value of your policy. It is possible that you could receive nothing if you surrender your policy, especially in the early policy years. You should also consider that tax deferral is generally more beneficial to investors with a long time horizon.
Fund Option (Subaccount) Risk. Amounts that you invest in the underlying mutual fund options (i.e., the subaccounts) are subject to the risk of poor investment performance. Generally, if the subaccounts 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 subaccount’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 subaccount. Even a subaccount investing in a money market fund may have negative returns, particularly due to the fees and charges deducted at the subaccount level. We do not promise that the funds will meet their investment objectives.
Risk of Lapse. Your policy will lapse without value if you fail to pay sufficient premiums. Death benefits will not be paid if the policy has lapsed. Insufficient premium payments, fees and expenses, poor investment performance, withdrawals, and unpaid loans or loan interest may cause the policy to lapse. If on any monthly calculation day the cash surrender value is less than the required monthly deduction, a grace period of 61 days will be allowed. Failure to pay the additional amount within the grace period will result in lapse of the policy, but not until 30 days has passed after we have mailed a written notice to you. Generally, if your policy lapses, it may not be reinstated.
Surrender and Withdrawal Risk. You should carefully consider the risks associated with a surrender or partial withdrawal. A full surrender terminates the policy and all of its benefits and may be subject to substantial surrender charges. You may withdraw a portion of your cash surrender value provided there is sufficient remaining cash surrender value. However, withdrawals (also called partial surrenders) are subject to surrender charges and withdrawal processing fees and increase the risk of lapse (because they reduce your cash surrender value), and may reduce your policy’s death benefit. Surrenders and withdrawals may have tax negative consequences.
Transfer Risk. We reserve the right to limit transfers and deposits to the Guaranteed Interest Accounts to no more than $250,000 during any one week period. We also reserve the right to limit transfers and cumulative premium payments to the Long-term Guaranteed Interest Account to $1,000,000 over a 12-month period. Transfers out of the Guaranteed Interest Accounts are limited to one transfer per year. The amount you may transfer out of the Guaranteed Interest Accounts is limited based on a schedule described later in this prospectus. Because of these restrictions on transferring out of GIA, you should realize that policy value you have allocated to GIA 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 mutual fund or we determine the transfers reflect disruptive trading. Minimum balance and minimum transfer limits apply. Thus, ownership of the policy involves certain restrictions on your ability to make transfers.
Face Amount Increase Risk. Face amount increases will increase the potential surrender charges and other charges under the policy.
Loan Risk. An outstanding policy loan will reduce the value of your policy and your death benefit and will increase your risk of lapse. A policy loan negatively impacts the value of your policy because the amount of any loan will be added to the loaned portion of the Guaranteed Interest Account and subtracted from the policy’s share of the investment options or the nonloaned portion of the Guaranteed Interest Account. The amount held as collateral for the loan in the Guaranteed Interest Account will be credited with a specified minimum interest rate, but will not receive any higher current interest rate that might otherwise be credited. A policy loan negatively impacts your death benefit because we reduce the amount we pay on death by any outstanding loan amount. A policy loan increases the risk of lapse because a loan and loan interest reduce your cash surrender value, and your policy will lapse if your cash surrender value is insufficient to cover the policy’s monthly deduction or amounts due on an outstanding loan. A loan may have negative tax consequences. If you surrender the policy or allow it to lapse while a policy loan is outstanding, the amount of the loan, to the extent it has not previously been taxed, will be added to any amount you receive and taxed accordingly.
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Guaranteed Interest Account Risk. We guarantee that we will credit interest to amounts allocated to the Guaranteed Interest Account. Subject to minimum guaranteed effective annual interest rates, we determine interest rates in our sole discretion. You assume the risk that an interest rate may not exceed the minimum guaranteed effective annual interest rate.
Tax Risk. In order to qualify as a life insurance contract for federal income tax purposes and to receive the tax treatment normally accorded life insurance contracts under federal tax law, a policy must satisfy certain requirements which are set forth in the Internal Revenue Code of 1986, as amended (the “Code”). Guidance as to how these requirements are to be applied is limited. Nevertheless, we believe that a policy issued on the basis of a standard rate class should satisfy the applicable requirements. If it is subsequently determined that a policy does not satisfy the applicable requirements, we may take appropriate steps to bring the policy into compliance with such requirements and we reserve the right to restrict policy transactions in order to do so.
There is less guidance with respect to policies issued on a substandard basis (i.e., a rate class involving a higher than standard mortality risk), and it is not clear whether such a policy would in all cases satisfy the applicable requirements, particularly if the owner pays the full amount of premiums permitted under the policy. Assuming that a policy qualifies as a life insurance contract for federal income tax purposes, you should not be deemed to be in constructive receipt of policy value under a policy until there is a distribution from the policy. Moreover, death benefits payable under a policy should be excludible from the gross income of the beneficiary. As a result, the beneficiary generally should not have to pay U.S. federal income tax on the death benefit, although other taxes, such as estate taxes, may apply.
In general, depending on the total amount of premiums you pay, the policy may be treated as a modified endowment contract (“MEC”) under federal tax laws. If a policy is treated as a MEC, then surrenders, withdrawals, and loans (including loans secured by collateral assignment) under the policy will be taxable as ordinary income to the extent there are earnings in the policy. In addition, a 10% additional income tax may be imposed on surrenders, withdrawals, and loans taken before you attain age 59½. If the policy is not a MEC, distributions generally will be treated first as a return of basis or investment in the contract and then as taxable income. Moreover, loans will generally not be treated as distributions. Finally, neither distributions nor loans from a policy that is not a MEC are subject to the 10% additional income tax. We will monitor policies and will attempt to notify an owner on a timely basis if his or her policy is in jeopardy of becoming a MEC.
Surrenders are generally taxable to the extent of any earnings in the contract, and prior to age 59 ½ 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.
See “Federal Income Tax Considerations”. You should consult a qualified tax advisor for assistance in all policy-related tax matters.
Risk of Increase in Current Fees and Charges. Certain fees and charges are currently assessed at less than their maximum levels. We may increase these current charges in the future, up to their guaranteed maximum levels. If fees and charges are increased, you may need to increase the amount and/or frequency of premiums to keep the policy in force and avoid lapse.
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Financial Strength and Claims-Paying Ability Risk. All guarantees under the policy that are paid from our general account, including amounts allocated to the Guaranteed Interest Account, are subject to our financial strength and claims-paying ability. If we experience financial distress, we may not be able to meet our obligations to you.
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, with its home office at One American Row, Hartford, Connecticut 06102, is a stock life insurance company organized under the laws of the State of New York. Nassau Life 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 Nassau Life is located at 15 Tech Valley Drive, East Greenbush, New York 12061.
Nassau Life is part of Nassau Financial Group L.P. (the “Nassau Group”). Nassau Life has been operating as an insurance company since 1851. It was acquired by the Nassau Group in 2016. Other affiliates of Nassau Life include 1851 Securities, Inc. (or hereafter “1851”), which is the principal underwriter for the policies, and the Nassau Companies of New York, which will provide administrative services for the policies.
You should send any transaction request (e.g., premium payments) to our Customer Service Office (see the Glossary for the address). Transaction requests received in good order (i.e., in form and substance acceptable to us) at that address before the close of a given Valuation Date are priced based on the unit value as of the end of that Valuation Date. Transaction requests received in good order on or after the close of a Valuation Date, or on a day other than a Valuation Date, are priced based on the unit values in effect as of the end of the next Valuation Date. To meet our requirements for processing transactions, we may require that you use our forms.
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Obligations under the policies are obligations of Nassau Life. You may make contributions to the Guaranteed Interest Accounts or “GIAs” which are supported by the assets in Nassau Life’s general account. Such contributions are not invested in the Separate Account. The GIAs are part of our general account (the “General Account”). The General Account supports all insurance and annuity obligations of Nassau Life and is made up of all of its general assets other than those allocated to any separate account such as the Separate Account. For more complete information, see the “Guaranteed Interest Accounts” section below.
We are obligated to pay all amounts promised to investors under the policy, subject to our financial strength and claims-paying ability.
Policy Guarantees
Any guarantee under the policy, such as interest credited to the GIA or any guarantee provided by a rider are paid from our General Account. Therefore, any amounts that we may pay under the policy as part of a guarantee are subject to our long-term ability to make such payments. The assets of the Separate Account are available to cover the liabilities of our General Account to the extent that the Separate Account assets exceed the Separate Account liabilities arising under the policies supported by it. Under New York law, insurance companies are required to hold a specified amount of reserves in order to meet the contractual obligations of their general account to policy owners. State insurance regulators also require insurance companies to maintain a minimum amount of capital, which acts as a cushion in the event that the insurer suffers a financial impairment, based on the inherent risks in the insurer’s operations. These risks include those associated with losses that an insurer could incur as the result of its own investment of its general account assets, which could include bonds, mortgages, general real estate investments, and stocks.
Nassau Life Variable Universal Life Account
Phoenix Life Insurance Company (which was renamed Nassau Life Insurance Company in 2018) established the Phoenix Life Variable Universal Life Account (“Separate Account”) as a separate account under New York insurance law on June 17, 1985. The Separate Account is now named the Nassau Life Variable Universal Life Account. The Separate Account is registered with the SEC as a unit investment trust under the Investment Company Act of 1940. The SEC does not supervise the management, investment practices or policies of the Separate Account or of the Company. Any guarantee under the policy where the amount of the guarantee exceeds the policy value in the Separate Account, such as potentially payment of a death benefit, payment under an optional rider, or payment of interest credited to the GIA is subject to our claims-paying ability and financial strength.
The Separate Account purchases shares in mutual funds called “underlying funds.” The Separate Account is divided into sections called “investment options”. There is a corresponding investment option for each underlying fund in which the Separate Account invests. You do not invest directly in the underlying funds. Instead, the policy value you allocate to the Separate Account purchases “units” of the Separate Account. The units are allocated to the investment options of your choice. Each time you buy units of the Separate Account, the Separate Account purchases shares of the corresponding underlying fund. The value of your units will vary. Please refer to “Policy Values” for more details on unit values and to “the Variable Investment Options” for more information about the funds.
Nassau Life does not guarantee the investment performance of the Separate Account or any of its investment options. The policy value allocated to the Separate Account depends on the investment performance of the underlying funds. As policy owner, you bear the full investment risk for all monies invested in the Separate Account. Nassau Life Insurance Company is obligated to pay all amounts contractually owed under the policies.
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The Separate Account has several investment options with varying degrees of investment risk. You may make contributions to the Separate Account but you assume all of the investment risk for the policy value that you contribute and allocate to the Separate Account. Under New York law these Separate Account assets are segregated from our general account and all income, gains or losses, whether or not realized, credited to or charged against the amounts placed in the Separate Account reflect the Separate Account's own investment experience without regard to the other income, gains and losses from any other business or activity of the insurer. The assets of the Separate Account may not be used to pay liabilities arising out of any other business that an insurer conducts and as such are insulated from the creditors of the insurer. However, the assets in the Separate Account are attributable to more than one variable life insurance product that we sell. Therefore, although these assets are insulated from our creditors, they all may be used to support Separate Account obligations. To the extent that the assets in the Separate Account become deficient for any reason, we will transfer assets from our General Account to the extent they are available.
We reserve the right to add, remove, modify, or substitute underlying funds in which the Separate Account invests.
We may choose to include performance history of the investment options or the underlying funds in advertisements, sales literature or reports. Performance information about each investment option is based on past performance and is not an indication of future performance. Historical returns are usually calculated for one year, five years and ten years. If the investment option has not been in existence for at least one year, returns are calculated from inception of the investment option.
A valuation date is every day the NYSE is open for trading and Nassau Life is open for business. On each valuation date, the value of the Separate Account is determined at the close of the NYSE (normally 4:00 p.m. Eastern Time). Each Valuation Date closes at the same time as the NYSE.
We legally own all fund shares held by the investment options; however, we vote those shares at shareholder meetings according to voting instructions we receive from policy owners with an interest in the investment options. We may decide to vote the shares in our own right should the law change to permit us to do so.
While your policy is in effect, you may provide us with voting instructions for each investment option in which you have an interest. We determine the number of votes you may cast by applying your percentage interest in an investment option to the total number of votes attributable to the investment option. When determining the number of votes, fractional shares will be recognized.
We will send you or, if permitted by law, make available electronically, proxy material, reports and other materials relevant to the investment options in which you have a voting interest. In order to vote you must complete the proxy form and return it with your voting instructions. You may also be able to vote your interest by telephone or over the Internet if such instructions are included in the proxy material. We will vote all of the shares we own on your behalf, in accordance with your instructions. We will vote the shares for which we do not receive instructions, and any other shares we own, in the same proportion as the shares for which we do receive instructions. This process may result in a small number of policyowners controlling the vote.
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The Variable Investment Options
You choose the variable investment options to which you allocate your purchase payments. These variable investment options are investment options of the Separate Account. The investment options invest in the underlying funds. You are not investing directly in the underlying funds. Each underlying fund is a portfolio of an open-end management investment company that is registered with the SEC under the Investment Company Act of 1940. 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 underlying funds offered through this product were selected by the Company based on several criteria, including asset class coverage, the strength of the manager’s reputation and tenure, brand recognition, performance, recommendations of fund families or distributors, and/or the capability and qualification of each sponsoring investment firm. Another factor the Company considered was whether the underlying fund or an affiliate of the underlying fund would compensate the Company for providing administrative, marketing, and support services that would otherwise be provided by the underlying fund, the underlying fund’s investment advisor, or its distributor. The types of compensation paid to the Company by an underlying fund and/or its affiliate are discussed further in the section immediately below entitled “Administrative, Marketing and Support Service Fees”.
The Company periodically reviews the selection of underlying funds offered through this product based on various criteria, including (but not limited to) the criteria described above. Upon review, the Company may add new underlying funds or, subject to applicable law, remove underlying funds. The Company may also restrict allocation of additional premium payments or transfers to an underlying fund if the Company determines the underlying fund no longer meets one or more criteria and/or if the underlying fund has not attracted significant contract owner assets. The Company’s decision whether to add, remove, or restrict an underlying fund may be influenced by whether, and the extent to which, the underlying fund makes payments to the Company.
In addition, if any of the underlying funds become available for allocating premium payments, or if we believe that further investment in an underlying fund is inappropriate for the purposes of the policy, we may substitute shares of another underlying fund for those held by the affected investment option. However, we will not make any substitutions without notifying you and obtaining any state and SEC approval, if necessary. From time to time we may make new investment options available.
Each underlying fund and the associated investment option of the Separate Account is subject to market fluctuations and has varying degrees of risk and there can be no assurance that any investment option or underlying fund 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 the Appendix to this prospectus. See Appendix A: Investment Options Available Under the Policy. Each underlying fund has issued a prospectus that contains more detailed information about the fund. You can obtain this information at no cost by calling 1-800-541-0171 or by going to our website at https://nassau.onlineprospectus.net/Nassau/Products/index.html. You can also send an email request to [email protected].
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Administrative, Marketing and Support Service Fees
The Company and/or the principal underwriter for the policy have entered into agreements with the investment advisor, subadvisor, distributor, and/or affiliated companies of most of the underlying funds under which the Company and the principal underwriter for the policies receive payments. These agreements compensate the Company and the principal underwriter for the policies for providing certain administrative, marketing, or other support services to the underlying funds. Proceeds of these payments may be used for any corporate purpose, including payment of expenses that the Company and/or the principal underwriter for the policies incur in promoting, issuing, distributing and administering the policies. As stated previously, such payments are a factor in choosing which funds to offer in the Company’s variable products. These payments may be significant and the Company and its affiliates may profit from them.
The payments are generally based on a percentage of the average assets of each underlying fund allocated to the variable investment options under the policy or other contracts offered by the Company. The amount of the fee that an underlying fund and its affiliates pay the Company and/or the Company’s affiliates is negotiated and varies with each underlying fund. Aggregate fees relating to the different underlying funds may be as much as 0.40% of the average net assets of an underlying fund attributable to the relevant contracts. A portion of these payments may come from revenue derived from the Distribution and/or Service Fees (12b-1 fees) that are paid by an underlying fund out of its assets as part of its Total Annual Operating Expenses and is not paid directly from the assets of your variable insurance policy.
These payments reflect in part the administrative service expense savings derived by the funds by having a sole shareholder rather than multiple shareholders in connection with the Separate Account’s investments in the funds.
These administrative services may include, but are not limited to, providing information about the funds from time to time, answering questions concerning the funds, including questions respecting variable policy owners’ interests in one or more of the funds, distributing, printing, and mailing of: the underlying funds’ prospectus and any applicable supplement; annual and semi-annual reports; proxy materials (including tabulating and transmitting proxies executed by or on behalf of variable policy owners); electronic and teleservicing support in connection with the funds; maintenance of investor records reflecting shares purchased, redeemed, transferred and share balances, and conveyance of that information to the fund.
The Guaranteed Interest Accounts
In addition to the Separate Account, you may allocate premiums or transfer values to the Guaranteed Interest Account or Long- term Guaranteed Interest Accounts. Amounts you allocate to the Guaranteed Interest Accounts are deposited in our General Account. You do not share in the investment experience of our General Account. Rather, we guarantee a minimum rate of return on the allocated amounts. Although we are not obligated to credit interest at a higher rate than the minimum, we may credit any excess interest as determined by us based on expected investment yield information.
The Long-term Guaranteed Interest Account has more restrictive transfer options out of the General Account than the Guaranteed Interest Account so that longer term investments can be made.
We reserve the right to limit total deposits to the Guaranteed Interest Accounts to no more than $250,000 during any one-week period per policy.
You may make transfers into the Guaranteed Interest Accounts at any time. In general, you may make only one transfer per year from the Guaranteed Interest Accounts. Transfers from the Guaranteed Interest Accounts may also be subject to other rules as described in this prospectus.
We have not registered interests in our General Account under the Securities Act of 1933, nor have we registered our General Account as an investment company under the Investment Company Act of 1940, as amended. Therefore, neither the General Account nor any of its interests are subject to these Acts. These disclosures are, however, be subject to certain provisions of the federal securities law regarding accuracy and completeness of statements made in this prospectus.
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The features specific to each type of Guaranteed Interest Account are detailed below.
We reserve the right to limit transfers to the Guaranteed Interest Account to no more than $250,000 during any one-week period per policy. The amount that can be transferred out is limited to the greater of $1,000 or 25% of the policy value in the nonloaned portion of the Guaranteed Interest Account as of the date of the transfer. You may transfer the total policy value out of the Guaranteed Interest Account to one or more of the investment options over a consecutive 4-year period according to the following schedule:
| ● First Year: | 25% of the total value |
| ● Second Year: | 33% of remaining value |
| ● Third Year: | 50% of remaining value |
| ● Fourth Year: | 100% of remaining value |
Long-term Guaranteed Interest Account
This investment option is only available to policies issued on or after September 27, 2004. The amount that can be transferred out is limited to the greatest of (a) $1,000, (b) 10% of the policy value in the Long-term Guaranteed Interest Account as of the date of the transfer, or (c) the amount of policy value transferred out of the Long-term Guaranteed Interest Account in the prior policy year.
Transfers from the Long-term Guaranteed Interest Account are not permitted under the Systematic Transfer Programs.
We reserve the right to limit transfers and cumulative premium payments to $1,000,000 over a 12-month period.
Charges are deducted in connection with the policy to compensate us for:
| ● | our expenses in selling the policy; |
| ● | underwriting and issuing the policy; |
| ● | premium and federal taxes incurred on premiums received; |
| ● | providing the insurance benefits set forth in the policy; and |
| ● | assuming certain risks in connection with the policy. |
The nature and amount of these charges are more fully described in sections below.
When we issue policies under group or sponsored arrangements, we may reduce or eliminate the:
| ● | issue expense charge; and/or |
| ● | surrender charge. |
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Sales to a group or through sponsored arrangement often result in lower per policy costs and often involve a greater stability of premiums paid into the policies. Under such circumstances, Nassau Life tries to pass these savings on to the purchasers. The amount of reduction will be determined on a case-by-case basis and will reflect the cost reduction we expect as a result of these group or sponsored sales.
Certain charges are deducted only once, others are deducted periodically, while certain others are deducted only if certain events occur.
Charges Deducted from Premium Payments
Various states (and counties and cities) impose a tax on premiums received by insurance companies. Premium taxes vary from state to state. Currently, these taxes range from 0.5% to 3.5% of premiums paid. Moreover, certain municipalities also impose taxes on premiums paid, in addition to the state taxes imposed. The premium tax charge represents an amount we consider necessary to pay all premium taxes imposed by these taxing authorities, and we do not expect to derive a profit from this charge. Policies will be assessed a tax charge equal to 2.25% of the premiums paid. These charges are deducted from each premium payment.
A charge equal to 1.50% of each premium will be deducted from each premium payment to cover the estimated cost to us of the federal income tax treatment of deferred acquisition costs.
We make monthly deductions on each monthly calculation day. The amount we deduct is allocated among investment options and the nonloaned portion of the Guaranteed Interest Account and the Long-term Guaranteed Interest Account based on your specified allocation schedule.
You will select this schedule in your application, and you can change it later. If the amount allocated to an investment option or the nonloaned portion of the Guaranteed Interest Account is less than the amount to be deducted, unless we agree otherwise, we will proportionally increase the deduction from the other investment options or Guaranteed Interest Account.
| ● | Administrative Charge. This charge covers the cost of daily administration, monthly processing, updating daily values and for annual/quarterly statements. We guarantee this charge will never exceed $10 per month. |
| ● | Cost of Insurance. We determine this charge by multiplying the appropriate cost of insurance rate by the amount at risk. The amount at risk is the difference between your policy’s death benefit and your policy value. We generally base our rates on the insured person’s gender, attained age, and risk class. We also consider the duration, or how long the policy has been in force. We are not permitted to consider gender as a factor in some states and under certain qualified plans. We base the current monthly cost of insurance charge on what we expect our future mortality experiences will be. Charges will not exceed the guaranteed cost of insurance rates set forth in your policy. The guaranteed maximum rates are equal to 100% of the 1980 Commissioners’ Standard Ordinary Mortality Table, adjusted for risk classifications. We will apply any change in our cost of insurance rates uniformly to all persons of the same gender, insurance age and risk class whose policies have been in force for the same length of time. |
| We currently insure each life as either a standard risk class or a risk class involving a higher mortality risk. We determine your risk class based on your health and the medical information you provide. A life in the standard risk classes will have a lower cost of insurance for an otherwise identical policy, than a life in a higher mortality risk class. A nonsmoker will generally incur a lower cost of insurance than a similarly situated smoker. |
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| Subject to our underwriting requirements with respect to issue age and minimum face amount, insureds who qualified for our most selective risk classifications at the time of policy issue and who have a Body Mass Index within a specified range at the end of policy years 5, 10, 15, and 20, and in some states, at issue, may be eligible for discounted cost of insurance rates beginning at the end of policy years 5, 10, 15, and 20. Under this program, policy owners may request an improvement in risk classification for the face amount at the end of the 5th policy year, and also at the end of policy years 10, 15, and 20 if we have granted all prior improvement requests related to the policy. We will require evidence that the insured meets our underwriting requirements for an improved risk classification. If approved and the improved risk classification results in lower cost of insurance rates, these rates will be effective on the 5th, 10th, 15th, or 20th anniversary. We may cease to offer this program for new policies at any time. |
| ● | Issue Expense Charge | ||
| This charge helps us to pay the underwriting and start-up expenses we incur when we issue the policy. There is an issue expense charge of $1.50 per $1,000 of base face amount with a $600 maximum. One twelfth of the charge is deducted on each monthly calculation day, for the first policy year. | |||
| You will incur a new issue expense charge if you increase your policy’s face amount. We will assess the new charge only on the amount of the increase. We deduct this charge in 12 equal installments for the year following policy issue or a face amount increase. Any unpaid balance of the issue expense charge will be paid to Nassau upon policy lapse or termination. |
| ● | Cost of Optional Insurance Benefits. Certain policy riders require the payment of additional premiums to pay for the benefit provided by the rider. These options are available if approved in your state. |
Certain riders are available at no charge with every Individual Edge policy:
| ● | Living Benefits Rider. This rider allows, in the event of terminal illness of the insured, an accelerated payment of up to 75% of the policy’s death benefit, to a maximum of $250,000, with the provision that a minimum of $10,000 face amount remain on the policy thereafter. |
| ● | Cash Value Accumulation Rider. You must elect this rider before we issue your policy. The rider generally allows you to pay more premium than would otherwise be permitted. |
| ● | Age 100+ Rider. This rider maintains the full death benefit under the policy after the insured’s age 100, as long as the cash surrender value is greater than zero. |
| ● | Life Plans Options Rider. At specified policy anniversaries, you can exercise or elect one of three options to: (1) increase the face amount; (2) to reduce the face amount without incurring a partial surrender charge; or (3) to exchange the policy for an annuity without incurring a surrender charge. For policies issued on or after September 3, 2002, this Rider is not available with any policy issued as part of a qualified plan. |
| ● | Whole Life Exchange Option Rider (no longer available). This rider permits you to exchange your policy for a fixed benefit whole life policy at the later of age 65 or policy year 15. To the extent there is an increase in face amount there will be an increase in the cost of insurance. See your rider for more information and limitations. |
We charge for providing benefits under the following riders:
| ● | Disability Waiver of Specified Premium Rider charges will depend on the issue age, risk classification, face amount, and specified monthly benefit amount. We also offer this rider with substandard ratings of 150% and 200%. We insure people from age 5 through 60 under this rider and terminate the rider when the insured person reaches age 65. |
| ● | Accidental Death Benefit Rider charges vary based on issue age, sex, risk classification, and the amount of the additional death benefit. |
| ● | Purchase Protection Plan Rider charges vary based on issue age (not by sex or risk classification). The maximum number of PPP units allowed varies with issue age and cannot be more than twice the initial base face amount in thousands. This rider is available to those we insure up to age 37. (If you participate in the Purchase Protection Plan rider, the value of your rider benefit is measured in terms of Purchase Protection Plan units. Each PPP unit entitles the holder of the rider to purchase $1000 face amount of insurance on each of the first two option dates specified in the rider and to purchase $667 in face amount of insurance on each subsequent option date defined in the rider). |
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| ● | Child Term Rider charges depend on the child’s age and gender, and the Rider’s face amount. This rider is available for children up to age 17, and will terminate when the child reaches age 25. |
| ● | Family Term Rider charges vary based on the age(s), gender(s), smoker classification(s) of the family members and with the Rider’s face amount. This rider is available for family members of the person insured under the policy who are between the ages of 18 and 60, and will terminate when the family member reaches age 70. |
| ● | Nassau Individual Edge Term Rider charges vary based on age, gender, smoker classification, and table rating, and the Rider’s face amount. |
| ● | Death Benefit Protection Rider charge is based upon the face amount. |
We deduct a percentage each business day from every investment option. This deduction is reflected in each investment option’s daily value.
| ● | Mortality and Expense Risk Charge. We assume a mortality risk that, as a whole, the lives we insure may be shorter than we expected. We would then pay greater total death benefits than we had expected. | ||
| We assume an expense risk that expenses we incur in issuing and maintaining the policies may exceed the administrative charges expected for the policies. | |||
| We also assume other risks associated with issuing the policies, such as incurring greater than expected costs due to policy loans. | |||
| If our expenses do not exceed the charges, or if our mortality projections prove to be accurate, we may profit from this charge. We may use profits from this charge for any proper purpose, including the payment of sales expenses or any other expenses that may exceed income in a given year. | |||
| We will deduct this charge only from your investments in the Separate Account. We do not make any deduction for this charge from policy value allocated to the Guaranteed Interest Account. | |||
| For the first 15 policy years we charge the maximum mortality and expense charge of 0.80% of your policy value in the investment options on an annual basis. Beginning in policy year 16 we charge a reduced mortality and expense risk charge of 0.25% on an annual basis. |
These are other charges that are imposed only if certain events occur.
| ● | Surrender Charge. During the first 10 policy years, there is a difference between the amount of policy value and the amount of cash surrender value of the policy. This difference is the surrender charge, which is a contingent deferred sales charge. The surrender charge is designed to recover the expense of distributing policies that are terminated before distribution expenses have been recouped from revenue generated by these policies. These are contingent charges because they are paid from the policy value only if the policy is surrendered (or the face amount is reduced or the policy lapses) during this period. Surrender charges are generally level for the first 5 policy years. Thereafter, the surrender charge decreases each year until the 10th policy year at which point the charge declines to 0. |
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The following table shows the surrender charges applicable for a male Nonsmoker for a face amount of $100,000:
| Issue Age | Initial Surrender | |||
| 25 | $ | 1,235.25 | ||
| 35 | 1,923.75 | |||
| 45 | 3,127.94 | |||
| 55 | 4,611.17 | |||
| 65 | 5,850.00 | |||
| 75 | 5,850.00 | |||
| 85 | 5,850.00 | |||
The following table gives a specific example for the duration of the surrender charge period for a male age 35 nonsmoker, for a face amount of $100,000. The surrender charge is equal to:
Surrender Charge Schedule
| Policy Month | Surrender Charge | Policy Month | Surrender Charge | |||||||||||
| 1-12 | $ | 1923.75 | 64 | $ | 1821.15 | |||||||||
| 13-24 | 1923.75 | 65 | 1795.50 | |||||||||||
| 25-36 | 1923.75 | 66 | 1769.85 | |||||||||||
| 37-48 | 1923.75 | 67 | 1744.20 | |||||||||||
| 49-60 | 1923.75 | 68 | 1718.55 | |||||||||||
| 61 | 1898.10 | 69 | 1692.90 | |||||||||||
| 62 | 1872.45 | 70 | 1667.25 | |||||||||||
| 63 | 1846.80 | 71 | 1641.60 | |||||||||||
| 72 | 1615.95 | 97 | 958.63 | |||||||||||
| 73 | 1590.30 | 98 | 916.90 | |||||||||||
| 74 | 1564.65 | 99 | 875.18 | |||||||||||
| 75 | 1539.00 | 100 | 833.45 | |||||||||||
| 76 | 1513.35 | 101 | 791.73 | |||||||||||
| 77 | 1487.70 | 102 | 750.01 | |||||||||||
| 78 | 1462.05 | 103 | 708.28 | |||||||||||
| 79 | 1436.40 | 104 | 666.56 | |||||||||||
| 80 | 1410.75 | 105 | 624.83 | |||||||||||
| 81 | 1385.10 | 106 | 583.11 | |||||||||||
| 82 | 1359.45 | 107 | 541.39 | |||||||||||
| 83 | 1333.80 | 108 | 499.66 | |||||||||||
| 84 | 1308.15 | 109 | 457.94 | |||||||||||
| 85 | 1282.50 | 110 | 416.21 | |||||||||||
| 86 | 1256.85 | 111 | 374.49 | |||||||||||
| 87 | 1231.20 | 112 | 332.77 | |||||||||||
| 88 | 1205.55 | 113 | 291.04 | |||||||||||
| 89 | 1179.90 | 114 | 249.32 | |||||||||||
| 90 | 1154.25 | 115 | 207.59 | |||||||||||
| 91 | 1128.60 | 116 | 165.87 | |||||||||||
| 92 | 1102.95 | 117 | 124.15 | |||||||||||
| 93 | 1077.30 | 118 | 82.42 | |||||||||||
| 94 | 1051.65 | 119 | 40.70 | |||||||||||
| 95 | 1026.00 | 120 | 00.00 | |||||||||||
| 96 | 1000.35 | |||||||||||||
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| ● | Partial Surrender Charge (partial surrender or face amount decrease). If less than all of the policy is surrendered, the amount withdrawn is a “partial surrender.” A charge is deducted from the policy value upon a partial surrender of the policy made during the first ten policy years. This is equal to the charge that would apply upon a full surrender multiplied by the partial surrender amount divided by the result of subtracting the full surrender charge from the policy value. We withdraw this amount from the investment options and the Guaranteed Interest Account in the same proportion as for the withdrawal. | ||
| A partial surrender charge also is deducted from policy value upon a decrease in face amount. The charge is equal to the applicable surrender charge multiplied by a fraction equal to the decrease in face amount divided by the face amount of the policy prior to the decrease. This charge is intended to recoup the costs of issuing the policy. |
| ● | Partial Surrender Fee. In the case of a partial surrender, an additional fee is imposed. This fee is equal to 2% of the amount withdrawn but not more than $25. It is intended to recover the actual costs of processing the partial surrender request and will be deducted from each investment option and Guaranteed Interest Account in the same proportion as the withdrawal is allocated. If no allocation is made at the time of the request for the partial surrender, withdrawal allocation will be made in the same manner as are monthly deductions. |
Currently we do not charge for transfers between investment options nor transfers to and from the GIA, however we reserve the right to charge up to $10 for each transfer in excess of two each calendar year. This charge, if implemented, would be intended to recoup the cost of administering the transfer.
We charge your policy for outstanding loans.
In all states except New York and New Jersey, the loan interest rates in effect following the policy anniversary nearest the insured’s 65th birthday will be 21⁄4%. The rates in effect before the insured reaches age 65 will be:
| Policy years 1-10: | 4% | |
| Policy years 11-15: | 3% | |
| Policy years 16 and thereafter: | 21⁄4% |
In New York and New Jersey only, the rates in effect before the Insured reaches age 65 will be:
| Policy years 1-10:. | 6% | |
| Policy years 11-15: | 5% | |
| Policy years 16 and thereafter: | 41⁄4% |
Note that we can vary the amount of these rates with respect to specific policies that we issue.
Currently no charge is made to the Separate Account for federal income taxes that may be attributable to the Separate Account.
We may, however, make such a charge in the future for these or any other taxes attributable to the Separate Account.
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Charges deducted from, and expenses paid out of, the assets of the underlying funds are described in the prospectuses for the underlying funds.
The number of units credited to an investment option of the Separate Account will be determined by dividing the portion of the net premium applied to that variable investment option by the unit value of the investment option on the payment date. The manner in which unit values are calculated is set forth in the Statement of Additional Information, which is available free of charge.
You may increase or decrease the planned premium amount (within limits) or payment frequency at any time by writing to us at our Customer Service Office (see Glossary for the address). We reserve the right to limit increases to such maximums as may be established from time to time. Additional premium payments may be made at any time. Each premium payment must at least equal $25 or, if made during a grace period, the payment must equal the amount needed to prevent lapse of the policy.
The policy and attached copy of the application are the entire contract. Only statements in the application can be used to void the policy. The statements are considered representations and not warranties. Only an executive officer of Nassau can agree to change or waive any provisions of the policy.
Suicide
If the insured (or either of the insureds with respect to survivorship policies) commits suicide within two years after the policy’s date of issue, the policy will stop and become void. We will pay you the policy value adjusted by the addition of any monthly deductions and other fees and charges, minus any debt owed to us under the policy.
Incontestability
We cannot contest this policy or any attached rider after it has been in force during the insured’s (or either of the insureds with respect to survivorship policies) lifetime or for two years from the policy date. However, if the policy is reinstated or if there is any increase in face amount then the death benefit payable under the reinstated policy or the face amount increase may be limited if any insured commits suicide within certain time periods specified by state law, generally two years from the date that the policy was reinstated or a face amount increase was made.
Additionally, we may contest a policy for certain misstatements made in any application for reinstatement or for any face amount increase within the two year period following the reinstatement or face amount increase. If we contest the policy on this basis, we will only pay the sum of all monthly deductions taken under the policy for the contested face amount and any premium we required for the contested face amount, whichever is greater.
Also, if any insured’s age or gender was misstated in the application for reinstatement or face amount increase, we will adjust the amount of any death benefit as described in the policy. Upon adjustment, the death benefit will be the amount provided by the most recent monthly insurance charges using correct age and gender for the particular insured.
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Misstatement of Age or Sex in the Application
If the age or sex of the insured (or either of the insureds with respect to survivorship policies) has been misstated, the death benefit will be adjusted based on what the cost of insurance charge for the most recent monthly deduction would have purchased based on the correct age and sex.
Owner
The owner is the person who applies for the policy and who will generally make the choices that determine how the policy operates while it is in force. When we use the terms “you” or “your,” in this prospectus, we are referring to the owner.
Insured
The insured is the person on whose life the policy is issued. You name the insured in the application for the policy. We will not issue a policy for an insured that is more than 85 years old. Before issuing a policy, we will require evidence that the insured is, in fact, insurable. This will usually require a medical examination.
Beneficiary
The beneficiary is the person you name in the application to receive any death benefit. You may name different classes of beneficiaries, such as primary and secondary. These classes will set the order of payment. Unless an irrevocable beneficiary has been named, you can change the beneficiary at any time before the insured dies by sending a written request to us. Generally, the change will take effect as of the date your request is signed.
If no beneficiary is living when the insured dies, unless you have given us different instructions, we will pay you the death benefit. If you are deceased, it will be paid to your estate.
Assignment
The policy may be assigned. We will not be bound by the assignment until a written copy has been received and we will not be liable with respect to any payment made prior to receipt. We assume no responsibility for determining whether an assignment is valid.
We no longer make new sales of the policy. Thus, the discussion in this section regarding the procedures for making the initial purchase of a policy are those that applied to previous policy purchases, and are included here for reference purposes.
Underwriting Procedures
We base our rates on the insured person’s gender, attained age, and risk class. We may require certain medical information in order to determine the risk class of the person to be insured. We are not permitted to consider gender as a factor in some states and under certain qualified plans.
We will accept payment with your application and allocate the premium as described below. We may refuse to issue your policy within 5 business days, in which case we will provide a policy refund, as outlined below.
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Eligible Purchasers
Any person up to the age of 85 is eligible to be insured under a newly purchased policy after providing suitable evidence of insurability. You can purchase a policy to insure the life of another person provided that you have an insurable interest as defined under state law in that life. In certain situations written notice, as defined by state laws and the Internal Revenue Code (“Code”), section 101 (j), may need to be provided to the insured and the insured may need to provide written consent to the coverage.
Premium Payments
The Individual Edge® policy is a flexible premium variable universal life insurance policy. It has a death benefit, cash surrender value and a loan privilege as does a traditional fixed benefit whole life policy. The policy differs from a fixed benefit whole life policy, however, because you may allocate your premium into one or more of several investment options of the Separate Account or the Guaranteed Interest Account. Each investment option of the Separate Account, in turn, invests its assets exclusively in a portfolio of the funds. The policy value varies according to the investment performance of the series to which premiums have been allocated.
The minimum issue premium for a policy is generally 1/6 of the planned annual premium (an amount determined at the time of application) and is due on the policy date. We will not apply your initial premium payment before we approve you for coverage. If you submit the initial premium payment before we make a coverage determination, we will deposit your premium into a non-interest bearing account. The insured must be alive when the issue premium is paid. Thereafter, the amount and payment frequency of planned premiums are as shown on the schedule page of the policy. Subject to the limitations discussed in this section, the policy owner can change the planned premiums after providing written notice to our Customer Service Office. The issue premium payment should be delivered to your registered representative for forwarding to our Underwriting Department. Additional payments should be sent to our Customer Service Office.
A number of factors concerning the person you insure and the policy features you desire will affect our required issue premium. The person’s age, gender and risk class can affect the issue premium, as can policy features such as face amount and added benefits. We will generally allocate the issue premium, less applicable charges, according to your instructions on the valuation date we approve you for coverage assuming we have received your completed application in good order.
We may issue some policies with a Temporary Money Market Allocation Amendment. Under this amendment we allocate the net issue premium and the net of other premiums paid during your right to cancel period to the money market investment option of the Separate Account. When your right to cancel expires we allocate the policy value among the investment options and/or the Guaranteed Interest Account according to your instructions. We may use the Temporary Money Market Allocation Amendment depending on the state of issue and under certain other circumstances.
We reduce premium payments by the premium expense charge before we apply them to your policy. We will apply this net premium among your chosen investment options. We will buy any investment option units at the investment option unit values next calculated after we receive the premium. We establish maximum premium limits and may change them from time to time. You may make additional premium payments at any time. The minimum premium payment during a grace period is the amount needed to prevent policy lapse. At all other times the minimum acceptable payment is $25.
The policy will have a total premium limit determined by the Code Definition of Life Insurance and as shown on a schedule page to your policy. This limit is applied to the sum of all premiums paid under the policy. If the total premium limit is exceeded, the policy owner will receive the excess, with interest at an annual rate of not less than 4%, not later than 60 days after the end of the policy year in which the limit was exceeded. The policy value will then be adjusted to reflect the refund. To pay such refund, amounts taken from each investment option or the Guaranteed Interest Account will be done in the same manner as for monthly deductions. Such refund of excess premium will not be subject to a withdrawal charge. You may write to us and give us different instructions regarding the excess premium. The premium limit under the Code may be increased if additional premium is needed to prevent lapse or if we subsequently determine that additional premium would be permitted by federal laws or regulations. At all times, we may adjust the death benefit or refund excess premiums in order to ensure that the policy meets the definition of life insurance requirements of the Code.
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We may delay the application of a subsequent premium payment if applying it would cause the policy to become a Modified Endowment Contract (“MEC”) under the Code. Generally, we will apply the portion of the subsequent premium payment that will not cause the policy to become a MEC and we will refund the balance to you. However, if we receive a subsequent premium payment that will cause the policy to become a MEC within 20 days prior to the policy anniversary date, we will hold the portion of the subsequent premium payment that would cause MEC status. We will apply the remaining portion on the policy anniversary date when it can be applied without creating a MEC. If it is your intention to create a MEC or if you would like the portion of the premium payment that will create a MEC returned to you, you must notify us in writing within thirty days of the policy anniversary date. If you intend to create a MEC, you will be required to sign a form acknowledging that you understand the tax consequences of MEC status.
For policies in which a material change has impacted the MEC testing procedure if the material change date no longer coincides with the policy anniversary, the procedure described above for holding payments may not apply.
Minimum Face Amount
The minimum initial face amount required to purchase this policy is $25,000. After the first policy year, you may request an increase or decrease in the face amount of your policy. These requested increases and decreases are subject to certain requirements and limitations. See “Death Benefit,” “Requests for Increase in Face Amount,” and “Requests for Decrease in Face Amount” for more information.
Payment By Check
We may wait to credit your policy if you pay by check until your check has cleared your bank.
Automated Payments
You may elect to pay subsequent premiums by pre-authorized check. Under this service, we automatically deduct premiums each month from a bank account you designate. We will not send a bill for these automatic payments. Withdrawals from your bank account will be made on the 15th of each month. You may commence the pre-authorized check service at any time, unless your policy has entered its grace period.
You can discontinue this service by contacting us at our Customer Service Office (see Glossary for the address). We must receive notification of account changes at our Customer Service Office (see Glossary for the address) at least 30 days before the next draft date. Upon termination of this service, the premium payment frequency will be changed to the most frequent modal premium available under your policy. We may automatically switch you to quarterly billing if we are unable to obtain the premium payment from your bank account. We may discontinue this service with 30 days’ written notice to you.
Allocation of Premium
We will generally allocate the issue premium less applicable charges to the Separate Account or to the Guaranteed Interest Accounts upon receipt of a completed application, in accordance with the allocation instructions in the application for a policy. However, policies issued in certain states and policies issued in certain states pursuant to applications which state the policy is intended to replace existing insurance, are issued with a Temporary Money Market Allocation Amendment. Under this Amendment, we temporarily allocate the entire issue premium paid less applicable charges (along with any other premiums paid during your right to cancel period) to the money market investment option of the Separate Account and, at the expiration of the right to cancel period, the policy value of the money market investment option is allocated among the investment options of the Separate Account or to the Guaranteed Interest Account in accordance with the applicant’s allocation instructions in the application for insurance.
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Your current allocation instructions are what we will follow when determining how to allocate a premium payment we receive that lacks new allocation instructions in good order.
Premium payments received by us will be reduced by a 2.25% state premium tax and by 1.50% for federal tax charges. The issue premium also will be reduced by the issue expense charge deducted in equal monthly installments over a 12-month period. Any unpaid balance of the issue expense charge will be paid to Nassau Life upon policy lapse or termination.
Premium payments received during a grace period, after deduction of state and federal tax charges and any sales charge, will first be used to cover any monthly deductions during the grace period. Any balance will be applied on the payment date to the various investment options of the Separate Account or to the Guaranteed Interest Account, based on the premium allocation schedule elected in the application for the policy or by your most recent instructions. See “Transfer of Policy Value—Nonsystematic Transfers.”
Your Right to Cancel
State law provides a policy owner with a right to return and cancel the policy for a limited period, generally 10 days, following receipt of the policy. Should you elect to return your policy under your right to cancel, we will treat your policy as if we had never issued it.
The amount of premium refund you will receive depends on the law of the policy’s issue state. Depending on the law of the issue state, the refund will equal either:
| ● | the policy value on the date of cancellation; or |
| ● | the greater of (a) premium paid less certain amounts deducted from the policy or (b) policy value less any applicable surrender charges. |
For states that require the refund of policy value, we will return the sum of the following as of the date we receive the returned policy:
| ● | the current policy value less any debt; plus |
| ● | any monthly deductions and other charges made under the policy. |
For policies issued in states that require the full premium, less any amount surrendered or withdrawn to be refunded upon cancellation during the right to cancel period (“return of premium states”), and policies issued in certain states pursuant to applications which indicate that the policy is intended to replace existing insurance, if the policy has been issued with the Temporary Money Market Amendment, we temporarily allocate the entire issue premium paid less applicable charges (along with any other premiums paid during your right to cancel period) to the money market investment option of the Separate Account. At the expiration of the right to cancel period, the policy value of the money market investment option is allocated among the investment options of the Separate Account and to the Guaranteed Interest Accounts in accordance with your premium allocation instructions in effect.
These policies are no longer offered for new sales. With respect to prior sales of the policy, we retained the right to decline to process an application within seven days of our receipt of the completed application for insurance, and then would return the premium paid.
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We may postpone payment of surrenders, partial withdrawals, policy loans or death benefits in certain cases including the following circumstances:
| ● | we may postpone for up to six months, payment for any transaction that depends on the value of the Guaranteed Interest Accounts; | ||
| With respect to transactions involving the subaccounts, we may postpone payment if any of the following applies: |
| ● | the 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. |
Transfers also may be postponed under these circumstances.
Additionally, federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances require us to block a policy owner’s ability to make certain transactions and, as a result, we may refuse to accept requests for transfers, withdrawals, surrenders or death benefits until we are instructed by the appropriate regulator to allow such transactions. We may also be required to provide additional information about you and your policy to government regulators.
General
The death benefit under Option 1 equals the policy’s face amount on the date of the death of the insured or, if greater, the minimum death benefit on the date of death.
Under Option 2, the death benefit equals the policy’s face amount on the date of the death of the insured, plus the policy value or, if greater, the minimum death benefit on that date.
Under either option, the minimum death benefit is the policy value on the date of death of the insured increased by a percentage determined from a table contained in the policy. This percentage will be based on the insured’s attained age at the beginning of the policy year in which the death occurs. If no option is elected, Option 1 will apply. Neither death benefit option is irrevocable once elected—you are permitted to change your death benefit, and the change is processed on the monthly calculation day following our approval of your request.
Loans can reduce the policy’s death benefit. We deduct the amount of any outstanding loans plus any accrued loan interest before we calculate the death benefit.
Because the minimum death benefit is equal to the policy value on the date of death of the insured, the death benefit amount can be affected by factors impacting the policy value generally, such as the investment performance of the funds and the deduction of policy charges from the policy value.
The death benefit under the policy becomes effective when you acquire the policy and elect a death benefit (or are placed by default in the Option 1 death benefit, if you have made no election). We pay death benefit proceeds within 7 calendar days after our receipt of due proof of death. Please see the Payment of Proceeds section below, for additional information about how death benefit proceeds can be paid.
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Please see the following, as a hypothetical illustration of how each death benefit amount is determined:
Option 1: For example, if the policy’s face amount on the date of the insured’s death were $200,000 and the minimum death benefit were $250,000 (the policy value of $125,000 on the date of the insured’s death, increased by a percentage of 100%, as determined from a table in the policy), then the death benefit under Option 1 would be $250,000.
Option 2: For example, if the policy’s face amount on the date of the insured’s death were $200,000 and the minimum death benefit were $250,000 (the policy value of $125,000 on the date of the insured’s death, increased by a percentage of 100%, as determined from a table in the policy), then the death benefit under Option 2 would be $325,000 ($200,000 + $125,000).
Requests for Increase in Face Amount
Any time after the first policy anniversary, you may request an increase in the face amount of insurance provided under the policy. Requests for face amount increases must be made in writing, and we require additional evidence of insurability. The effective date of the increase generally will be the policy anniversary following approval of the increase. The increase may not be less than $25,000 and no increase will be permitted after the insured’s age 75. The maximum face amount is $5,000,000. The charge for the increase is $1.50 per $1,000 of face amount increase requested subject to a maximum of $600. No additional monthly administration charge will be assessed for face amount increase. We will deduct any charges associated with the increase (the increase in cost of insurance charges), from the policy value, whether or not you pay an additional premium in connection with the increase. The surrender charge applicable to the policy also will increase. At the time of the increase, the cash value must be sufficient to pay the monthly deduction on that date, or additional premiums will be paid on or before the effective date. Also, a new right to cancel period (see “Summary—Right to Cancel”) will be established for the amount of the increase.
Partial Surrender and Decreases in Face Amount: Effect on Death Benefit
A partial surrender or a decrease in face amount generally decreases the death benefit. Upon a decrease in face amount or partial surrender, a partial surrender charge will be deducted from the policy value based on the amount of the decrease or partial surrender. If the charge is related to a decrease in face amount, the death benefit under a policy would be reduced on the next monthly calculation day. If the charge is related to a partial surrender, the death benefit under a policy would be reduced immediately. A decrease in the death benefit may have certain income tax consequences.
Requests for Decrease in Face Amount
You may request a decrease in face amount at any time after the first policy year. Unless we agree otherwise, the decrease must be at least equal to $10,000 and face amount remaining after the decrease must be at least $25,000. All face amount decrease requests must be in writing and will be effective on the first monthly calculation day following the date we approve the request. A partial surrender charge will be deducted from the policy value based on the amount of the decrease. The charge will equal the applicable surrender charge that would apply to a full surrender multiplied by a fraction (which is equal to the decrease in face amount divided by the face amount of the policy before the decrease). A decrease in death benefit may have federal income tax consequences.
Other Benefits Available Under the Policy
In addition to the standard death benefit(s) associated with your contract, other standard and/or optional benefits may also be available to you. The following table summarizes information about those benefits.
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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 C: Financial Intermediary Variations.
| Name of Benefit | Purpose |
Is Benefit Standard or Optional |
Brief Description of Restrictions/Limitations | |
| Asset Allocation and Strategic Programs | Programs involving allocation of policy value to underlying funds designed to maximize returns and limit effects of market volatility for given level of risk tolerance | Standard |
● May participate in only one program at a time
● Programs may be discontinued or modified in the future | |
| Asset Rebalancing Program |
Automatically rebalances selected investment options to maintain original percentage allocations |
Standard | ● Cannot use while Dollar Cost Averaging Program in effect | |
| Dollar Cost Averaging Program | You can allocate initial or subsequent premium to one of the investment options or the Guaranteed Interest Account (a “source account”) and periodically we will make transfers from the source account you designate to one or several of the available investment options and the Long-term Guaranteed Interest Account. | Standard |
● You must have at least $1,000 in the source account to begin a Dollar Cost Averaging Program
● Dollar Cost Averaging Program is not available if you invest through a bank draft program. (The bank draft program allows the customer to make premium payments through a direct transfer of funds from a bank account)
● Dollar Cost Averaging Program is not available while the Asset Rebalancing Program is in effect. | |
| Death Benefit Protection Rider | Provides for a guaranteed amount of death benefit | Optional | ● Unless we agree otherwise, the initial face amount and the face amount remaining after any decrease must equal at least $50,000 and the minimum issue age of the insured must be 20. | |
|
Purchase Protection Plan Rider
|
Allows you to purchase additional insurance protection without evidence of insurability | Optional | ● Future dates on which you may purchase additional insurance are predetermined | |
|
Disability Waiver of Specified Premium Rider
|
Waives policy premium if insured is totally disabled and disability continues for at least six months | Optional | ● Rider can be elected only on the policy issue date. | |
| Accidental Death Benefit Rider | Pays additional death benefit if insured dies from bodily injury resulting from accident | Optional | ● Death must occur no later than 90 days after the injury |
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| Name of Benefit | Purpose |
Is Benefit Standard or Optional |
Brief Description of Restrictions/Limitations | |
| Living Benefits Rider | In the event of terminal illness of insured, makes an accelerated payment of up to 75% of policy’s death benefit | Optional |
● Maximum benefit of $250,000
● Minimum face amount after accelerated benefit payment is $10,000 | |
|
Whole Life Exchange Option Rider
|
Permits you to exchange policy for a fixed benefit whole life policy | Optional | ● Rider is no longer available | |
| Child Term Rider | Provides annually renewable term coverage on children of insured between 14 days old and age 18. | Optional |
● Term insurance is renewable to age 25.
● Must be elected at issue. | |
| Family Term Rider |
Provides annually renewable term insurance coverage to age 70 on the insured or members of insured’s immediate family who are at least 18 years of age.
|
Optional | ● Must be elected at issue. | |
| Cash Value Accumulation Rider | Permits you to pay more in premium than otherwise would be permitted. | Optional | ● Must be elected before policy is issued. | |
| Nassau Individual Edge Term Rider | Provides annually renewable term insurance coverage to age 100 on the life of the insured under the base policy | Optional | ● Must be elected at issue. | |
| Age 100+ Rider | Maintains full death benefit after insured’s age 100 | Optional | ● Cash surrender value must be greater than zero | |
| LifePlan Options Rider | At 5th, 10th, and 15th year policy anniversaries, allows certain policy options to be exercised (e.g., reduce base policy face amount without incurring surrender charge) | Optional | ● To the extent there is an increase in face amount, there will be an increase in the cost of insurance. | |
| Policy loan | Loan feature allows you to take loans, using policy value as collateral | Optional |
● We deduct the amount of any outstanding loans plus any accrued loan interest before we calculate the death benefit.
● Amounts taken as a policy loan (a) do not participate in the performance of the variable investment options (b) may reduce the policy value, cash surrender value and death benefit (c) may increase the risk of lapse and (d) have tax consequences. |
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You may elect additional benefits under a policy, and you may cancel these benefits at any time. A charge will be deducted monthly from the policy value for each additional rider benefit chosen, except where noted below. More details will be included in the form of a rider to the policy if any of these benefits is chosen. The following benefits are currently available, and additional riders may be available as described in the policy (if approved in your state). A full surrender of the base policy or a partial surrender thereunder will not affect benefits that were available immediately prior to the date of the surrender under one of the term insurance riders (e.g., the Child Term Rider).
| ● | Disability Waiver of Specified Premium Rider. We waive the specified premium if the insured becomes totally disabled and the disability continues for at least six months. Premiums will be waived to the policy anniversary nearest the insured’s 65th birthday (provided that the disability continues). If premiums have been waived continuously during the entire five years prior to such date, the waiver will continue beyond that date. The premium will be waived upon our receipt of notice that the Insured is totally disabled and that the disability occurred while the rider was in force. This rider must be elected upon policy issuance. For example, assume that the insured becomes totally disabled at age 63 and that the total disability is permanent. In that case, the specified premium will be waived from the beginning of total disability at age 63 until the policy anniversary nearest the insured’s 65th birthday, but will not be waived thereafter. |
| ● | Accidental Death Benefit Rider. An additional death benefit will be paid before the policy anniversary nearest the insured’s 75th birthday, if: |
| ● | the insured dies from bodily injury that results from a covered accident; and |
| ● | the insured dies no later than 90 days after injury. |
We assess a monthly charge for this rider. This rider is elected at issue. For example, under the rider if the insured gets into a serious accident at age 73 and dies two months after the accident, then the additional death benefit would be paid.
| ● | Death Benefit Protection Rider. The purchase of this rider provides that the death benefit will be guaranteed. The amount of the guaranteed death benefit is equal to the initial face amount, or the face amount that you may increase or decrease, provided that certain minimum premiums are paid. | ||
| Unless we agree otherwise, the initial face amount and the face amount remaining after any decrease must at least equal $50,000 and the minimum issue age of the insured must be 20. Three death benefit guarantee periods are available. The minimum premium required to maintain the guaranteed death benefit is based on the length of the guarantee period as elected on the application. The three available guarantee periods are: |
| 1) | death benefit guaranteed until the later of the policy anniversary nearest the insured’s 70th birthday or policy year seven; |
| 2) | death benefit guaranteed until the later of the policy anniversary nearest the insured’s 80th birthday or policy year 10; |
| 3) | death benefit guaranteed until the policy anniversary nearest the insured’s 100th birthday. |
Death benefit guarantee periods 1 or 2 may be extended provided that the policy’s cash surrender value is sufficient and you pay the new minimum required premium.
For policies issued in New York, two guarantee periods are available:
| 1) | The policy anniversary nearest the Insured’s 75th birthday or the 10th policy year; or |
| 2) | The policy anniversary nearest the Insured’s 100th birthday. | |
| For example, assume that the policy is issued to a 60 year old insured outside New York with a $100,000 face amount, Death Benefit Protection Rider guarantee period #1 is elected, and there is no subsequent increase or decrease in the face amount. In that case, the death benefit is guaranteed at the initial face amount until the policy anniversary nearest the insured’s 70th birthday. | ||
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| ● | Purchase Protection Plan Rider. Under this rider you may, at predetermined future dates, purchase additional insurance protection without evidence of insurability. | ||
| Under this rider, you can increase the face amount of the policy on one of the allowable dates set out in the rider, without presenting evidence of insurability. |
| ● | Living Benefit Rider. Under certain conditions, in the event of the terminal illness of the insured, an accelerated payment of up to 75% of the policy’s death benefit (up to a maximum of $250,000) is available. The minimum face amount of the policy after any such accelerated benefit payment is $10,000. There is no charge for this rider. | ||
| This rider is automatically attached to the policy at issue. However, the rider is not available with qualified plans. For example, assume that the policy death benefit is equal to the $100,000 face amount and that the insured becomes terminally ill. In that scenario, the insured could request an accelerated payment of up to $75,000. |
| ● | Cash Value Accumulation Rider. This rider generally permits you to pay more in premium than otherwise would be permitted. This rider must be elected before the policy is issued. There is no charge for this rider. You could not, for example, buy the policy and then 6 months later add the Cash Value Accumulation Rider. |
| ● | Child Term Rider. This rider provides annually renewable term coverage on children of the insured who are between 14 days old and age 18. The term insurance is renewable to age 25. Each child will be insured under a separate rider and the amount of insurance must be the same. Coverage may be converted to a new whole life or variable insurance policy at any time prior to the policy anniversary nearest insured child’s 25th birthday. | ||
We assess a monthly charge for this rider. This rider is elected at issue, at adoption, or at birth (child must be at least 14 days old).
For example, a month after a daughter is born, you could acquire the Child Term Rider and thereby get annually renewable term life insurance on her life. |
| ● | Family Term Rider. This rider provides annually renewable term insurance coverage to age 70 on the insured or members of the insured’s immediate family who are at least 18 years of age. The rider is fully convertible through age 70 for each insured to either a fixed benefit or variable policy. | ||
| We assess a monthly charge for this rider. This rider is elected at issue. | |||
| For example, under this rider you could acquire term life insurance on your 60 year old brother, which coverage would continue until your brother reaches age 70. |
| ● | Nassau Individual Edge Term Rider. This rider provides annually renewable term insurance coverage to age 100 on the life of the insured under the base policy. The face amount of the term insurance may be level or increasing. The initial rider death benefit cannot exceed four times the initial face amount of the policy. This rider is elected at issue. | ||
| For example, you could acquire this rider at age 80 and it would provide annually renewable term insurance to age 100. |
| ● | Age 100+ Rider. This rider maintains the full death benefit under the policy after the insured’s age 100, as long as the cash surrender value is greater than zero. There is no charge for this rider. | ||
| For example, if the policy death benefit were $150,000 with a cash surrender value of $125,000, then under this rider your death benefit would remain at $150,000 even past the date you turn age 100. |
| ● | LifePlan Options Rider. At specified 5th, 10th and 15th year policy Anniversaries, subject to various limitations as set forth in the rider, the following policy options may be exercised or elected. |
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| 1) | An option to increase the total face amount of the policy by up to $1,000,000 without a medical exam requirement, while other traditional underwriting rules will still apply. |
| 2) | An option to reduce the base policy face amount up to 50% without incurring a partial surrender charge. |
| 3) | An option to exchange the policy for an annuity without incurring a surrender charge. This option is not available until the 10th policy anniversary. |
While there is no charge for this rider, if you select option 1, you will incur an increase in your cost of insurance due to the increase in face amount. For policies issued on or after September 3, 2002, this Rider is not available with any policy issued as part of a qualified plan. This rider will automatically be attached to the policy at issue.
For example, under this rider on the 10th policy anniversary you could increase the policy face amount to $1,000,000 without undergoing a medical exam (although other traditional underwriting rules still will apply).
| ● | Whole Life Exchange Option Rider. This rider permits you to exchange the policy for a fixed benefit whole life policy at the later of age 65 or policy year 15. There is no charge for this option. This option is no longer available. |
You may elect a systematic transfer program that we offer under the policy. We reserve the right to change, eliminate or add optional programs subject to applicable laws.
We base transfers under a Systematic Transfer Program on the investment option values next determined on the valuation date that we receive your transfer request in good order, or if that day is not a valuation date, on the next following valuation date. Except as described below, you may have only one program in effect at a time.
We do not charge for these programs.
Under this program, we transfer policy value among the investment options to match your chosen allocation percentages. You can choose to have us make these transfers monthly, quarterly, semiannually or annually. These transfers will occur on the date you specify (provided we receive the request in good order), unless the specified date falls on a holiday or weekend, in which case the transfers will occur on the next succeeding Business Day. If either of these dates fall on a holiday or weekend, then the transfer will occur on the next succeeding Business Day. We reserve the right to not permit transfers to or from the Guaranteed Interest Accounts.
You may start or discontinue this program at any time by submitting a written request to our Customer Service Office. The Asset Rebalancing Program does not ensure a profit nor guarantee against a loss in a declining market. Except as described below, the Asset Rebalancing Program is not available while the Dollar Cost Averaging program is in effect. We do not charge for this program.
Under this program, you can allocate initial or subsequent premium to one of the investment options or the Guaranteed Interest Account (a “source account”) and periodically we will make transfers from the source account you designate to one or several of the available investment options (“target investment options”) and the Long-term Guaranteed Interest Account. You choose to make these transfers monthly, quarterly, semiannually or annually. The minimums you may transfer from the source account are:
| ● $75 quarterly | ● $150 semiannually |
| ● $300 annually | ● $300 annually |
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You must have at least $1,000 in the source account to begin a Dollar Cost Averaging Program. Should the value in the source account fall below the transfer amount, we will transfer the remaining balance and end the Program. Transfers must be made in approximately equal amounts over a minimum of six months. The Dollar Cost Averaging Program is not available if you invest through a bank draft program.
All transfers under the Dollar Cost Averaging Program will be processed on the date you specify (provided we receive the request in good order). If you do not specify a date, the transfer will be processed on the basis of values next determined after receipt of the transfer request in good order. If either of these dates fall on a holiday or weekend, then the transfer will occur on the next succeeding valuation date.
You may start or discontinue this program at any time by submitting a written request to our Customer Service Office. Dollar Cost Averaging does not ensure a profit nor guarantee against a loss in a declining market. Except as described below, the Dollar Cost Averaging Program is not available while the Asset Rebalancing Program is in effect. We do not charge for this program.
Enhanced Dollar Cost Averaging Program
We may at different times offer an Enhanced Dollar Cost Averaging Program that can offer a higher interest rate during selected periods. This program will not be offered at the same time as the standard Dollar Cost Averaging program. Under this program, the first net premium payment will be held in the money market investment option of the Separate Account and then transferred to the source account at the end of the policy’s right to cancel period. The source account is an account within the Guaranteed Interest Account. If you elect this program, monthly transfers from the source account to the target accounts you establish will begin on the first monthly calculation day following the end of the right to cancel period. The Enhanced Dollar Cost Averaging interest rate will be guaranteed from the end of the right to cancel period for six months or to the first policy anniversary, depending on the period you chose when you elected the Enhanced Dollar Cost Averaging Program. This may be substantially less than a full year if the policy has been backdated to save age.
Use of Dollar Cost Averaging with Asset Rebalancing and Allocation Programs
Currently, if you elect to participate in the Franklin Templeton Founding Investment Strategy with monthly rebalancing (other investment strategies have been available with Dollar Cost Averaging in the past), then you may also elect to participate in Enhanced Dollar Cost Averaging.
You may elect any of the additional programs described below at no charge and at any time. We may discontinue, modify or amend these programs as well as offer new programs in the future.
Asset Allocation and Strategic Programs
Asset allocation and strategic programs (referred to as “programs” throughout this section) are intended to optimize the selection of investment options for a given level of risk tolerance, in order to attempt to maximize returns and limit the effects of market volatility. The programs reflect the philosophy that diversification among asset classes may help reduce volatility and boost returns over the long term. An asset class is a category of investments that have similar characteristics, such as stocks, or bonds. Within asset classes there are often further divisions. For example, there may be divisions according to the size of the issuer (large cap, mid cap, small cap) or type of issuer (government, corporate, municipal).
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We currently offer the following programs: Franklin Templeton Founding Investment Strategy, Ibbotson Strategic Asset Allocation (closed to new investors effective June 22, 2009), and Morningstar Asset Allocation Series which are described below. For ease of reference, throughout this section of the prospectus, we refer to these asset allocation and strategic programs, simply as “programs”, and we refer to the asset allocation options available within the programs, as “options.” There is no additional charge for participating in these programs and options.
You may participate in only one program at a time. Subject to regulatory requirements and approvals, in the future we may modify or eliminate any existing program or option, or may offer other asset allocation services which, at our discretion, may be available to current and/or prospective policy owners. For the most current information on any program or option, please contact your registered representative.
Selecting a Program and Option
If you are interested in adding a program, consult with your registered representative to discuss your choices. For certain programs, a questionnaire may be used to help you and your registered representative assess your financial needs, investment time horizon, and risk tolerance. You should periodically review these factors to determine if you need to change programs or options. You may at any time switch your current program or option, as well as move to any modified or new programs or options the Company may make available. You may cancel your participation in a program at any time, and later re-enroll in a program, after first consulting with your registered representative and then contacting us at our Customer Service Office (see Glossary for the address). If a program is eliminated, you will receive notice and you may choose, in consultation with your registered representative, among the other programs available at that time.
The following programs are currently available:
| Franklin Templeton Founding Investment Strategy | |||
| Through the Franklin Templeton Founding Investment Strategy, premium payments and policy value are allocated to the three investment options as listed below. On a monthly basis, we will rebalance the policy value allocated to the three investment options back to the original allocation percentages in each investment option. | |||
| ● | Franklin Income VIP Fund – 34% |
| ● | Franklin Mutual Shares VIP Fund – 33% |
| ● | Templeton Growth VIP Fund – 33% | ||
| Ibbotson Strategic Asset Allocation | |||
| (Closed to new investors effective June 22, 2009) | |||
| Nassau Life and Ibbotson Associates have developed five asset allocation options, each comprised of selected combinations of investment options. The options approved for use are: |
| ● | Conservative Portfolio |
| ● | Moderately Conservative Portfolio |
| ● | Moderate Portfolio |
| ● | Moderately Aggressive Portfolio |
| ● | Aggressive Portfolio |
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On a periodic basis (typically annually), Ibbotson evaluates the options and updates them to respond to market conditions and to ensure style consistency. If you select one of the Ibbotson options, your premium payments (policy value for in force policies), however, will not be allocated in accordance with the updated options unless you specifically request that we do so.
If you elect to participate in the Ibbotson Strategic Asset Allocation program on and after September 10, 2007, on an annual basis we will reallocate the policy value allocated to the investment options included in the program so that, following this reallocation, the percentage in each investment option equals the percentage originally used for the program. We will make this reallocation effective on the valuation date immediately preceding each anniversary of your policy date for as long as the asset allocation program is in effect for your policy.
You should consult with your registered representative for the most current information on this program and the options within the program.
| Morningstar Asset Allocation Series | |||
| The Morningstar Asset Allocation Series (“the Series”) are risk-based portfolios (“Portfolios”) that invest in ETFs, which are typically structured as open-end investment companies or unit investment trusts. The Series were designed on established principles of asset allocation and are intended to provide various levels of potential return for a targeted level of risk. The Series’ asset allocation policy is dynamically managed to consider changes in the economy or markets. The Portfolios in the Series are continuously managed to the asset allocation policy. The Portfolio options approved for use are: | |||
| ● | Morningstar Income and Growth ETF Asset Allocation Portfolio – Class II |
| ● | Morningstar Balanced ETF Asset Allocation Portfolio – Class II |
| ● | Morningstar Growth ETF Asset Allocation Portfolio – Class II |
| ● | Morningstar Aggressive Growth ETF Asset Allocation Portfolio – Class II |
If you should elect any of the Portfolios listed above, transfers made under these programs will not be counted toward the 12 transfers per year after which we may impose a transfer fee.
Surrender and Death Benefit Proceeds
Death benefit proceeds will be determined as of the date of death, and we will process payment of the death benefit upon our receipt of due proof of death. The amount of a full or partial surrender will be determined at the unit value next computed after we receive the request for surrender, provided such request is complete and in good order. Payment of surrender or death proceeds usually will be made in one lump sum within seven days. If you do not elect a single lump sum, unless otherwise provided for by applicable law, the death benefit proceeds of more than $5000 payable to an individual or trust will be applied to a retained asset account known as the Concierge Account (“CA”). The CA is generally not offered to corporations or similar entities. A beneficiary may also elect one of the payment options described below, or another option we are then offering for this policy before payment of the death proceeds.
The CA is part of our General Account. It is not a checking or bank account and is not insured by the FDIC, NCUSIF, or any other state or federal agency which insures deposits. No additional amounts aside from the death benefit may be deposited into the CA. As part of our General Account, it is subject to the claims of our creditors. We may receive a financial benefit from earnings on amounts left in the CA. The guarantee of principal is based on the claims-paying ability of the company and principal is covered by the state guarantee association. Interest paid on amounts in the CA is taxable as ordinary income in the year such interest is credited. Please consult a tax advisor.
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Payment of the death proceeds may be delayed if the claim for payment of the death proceeds needs to be investigated; e.g., to ensure payment of the proper amount to the proper payee. Any such delay will not be beyond that reasonably necessary and consistent with insurance practices customary in the life insurance industry. Also, payment may be delayed if allowed or required by law as described in “Postponement of Payments.”
For your protection, we require a signature guarantee for surrenders, partial withdrawals, or loans (if your policy provides for loans) over $100,000.
Under certain conditions, in the event of the terminal illness of the insured, an accelerated payment of up to 75% of the policy’s death benefit (up to maximum of $250,000), is available under the Living Benefits Rider. The minimum face amount remaining after any such accelerated benefit payment is $10,000.
The minimum amount of surrender or death benefit proceeds that may be applied under any payment option is $1,000.
If the policy is assigned as collateral security, we will pay any amount due the assignee in one lump sum. Any remaining proceeds will remain under the option elected.
States have abandoned and unclaimed property laws and regulations which generally declare amounts due under annuity contracts or life insurance policies to be abandoned after a period of inactivity, which is generally three to five years from the date a benefit is due and payable. These laws generally apply to maturity or death benefits. The value in an insurance policy or contract is not considered as abandoned or unclaimed merely because a withdrawal or surrender is permitted but not requested; there needs to be an event, such as a death, that makes the amount due. Under such an unclaimed property law, when the owner dies and a payment of the death benefit is triggered, if after a thorough search, we are unable to locate the beneficiary, or the beneficiary does not come forward to claim the death benefit proceeds in a timely manner, state laws and regulations may mandate that the death benefit proceeds be paid to the abandoned property division or unclaimed property office of the state in which the beneficiary or you last resided, as shown on our books and records, or to our state of domicile. This “escheatment” is revocable, however, and the state is obligated to pay the proceeds escheated (without interest) if your beneficiary steps forward to claim it with the proper documentation. To prevent such escheatment, it is important that you update your address and your beneficiary designations, including their addresses, if and as they change. Please call us to make such changes.
All or part of the surrender or death proceeds of a policy may be applied under one or more of the following payment options or such other payment options or alternative versions of the options listed as we may choose to make available in the future.
Option 1—Lump Sum
Payment in one lump sum.
Option 2—Left to Earn Interest
A payment of interest during the payee’s lifetime on the amount payable as a principal sum. Interest rates are guaranteed to be at least 3% per year.
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Option 3—Payment for a Specific Period
Equal installments are paid for a specified period of years whether the payee lives or dies. The first payment will be on the date of settlement. The assumed interest rate on the unpaid balance is guaranteed not to be less than 3% per year.
Option 4—Life Annuity with Specified Period Certain
Equal installments are paid until the later of:
| ● | the death of the payee; or |
| ● | the end of the period certain. | ||
| The first payment will be on the date of settlement. | |||
| The period certain must be chosen at the time this option is elected. The periods certain that you may choose from are as follows: |
| ● | 10 years; |
| ● | 20 years; or |
| ● | until the installments paid refund the amount applied under this option. |
If the payee is not living when the final payment falls due, that payment will be limited to the amount which needs to be added to the payments already made to equal the amount applied under this option.
If, for the age of the payee, a period certain is chosen that is shorter than another period certain paying the same installment amount, we will consider the longer period certain as having been elected.
Any life annuity provided under Option 4 is computed using an interest rate guaranteed to be no less than 3% per year, but any life annuity providing a period certain of 20 years or more is computed using an interest rate guaranteed to be no less than 3% per year.
Option 5—Life Annuity
Equal installments are paid only during the lifetime of the payee. The first payment will be on the date of settlement. If the payee dies before the second payment is made, no additional annuity payments will be made thereafter. Any life annuity as may be provided under Option 5 is computed using an interest rate guaranteed to be no less than 3% per year.
Option 6—Payments of a Specified Amount
Equal installments of a specified amount, out of the principal sum and interest on that sum, are paid until the principal sum remaining is less than the amount of the installment. When that happens, the principal sum remaining with accrued interest will be paid as a final payment. The first payment will be on the date of settlement. The payments will include interest on the remaining principal at a guaranteed rate of at least 3% per year.
This interest will be credited at the end of each year. If the amount of interest credited at the end of the year exceeds the income payments made in the last 12 months, that excess will be paid in one sum on the date credited.
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Option 7—Joint Survivorship Annuity with 10-year Period Certain
The first payment will be on the date of settlement. Equal installments are paid until the latest of:
| ● | the end of the 10-year period certain; |
| ● | the death of the insured; or |
| ● | the death of the other named annuitant. |
The other annuitant must have attained age 40, must be named at the time this option is elected and cannot later be changed.
Any joint survivorship annuity that may be provided under this option is computed using a guaranteed interest rate to equal at least 3% per year.
For additional information concerning the above payment options, see the policy.
General
At any time during the lifetime of the insured and while the policy is in force, you may surrender the policy by sending to our Customer Service Office (see Glossary for contact information) a written release and surrender in a form satisfactory to us. For a full surrender, we may require you to send the policy to us. The amount available for surrender is the surrender value at the end of the valuation period during which the surrender request is received at our Customer Service Office (see Glossary for contact information).
Upon partial or full surrender, we generally will pay to you the amount surrendered within seven days after we receive the written request for the surrender. Under certain circumstances, the surrender payment may be postponed. See “General Provisions—Postponement of Payments.” For the federal tax effects of partial and full surrenders, see “Federal Income Tax Considerations.”
Full Surrenders
If the policy is being fully surrendered, the policy itself must be returned to our Customer Service Office (see Glossary for contact information), along with the written release and surrender of all claims in a form satisfactory to us. You may elect to have the amount paid in a lump sum or under a payment option. See “Conditional Charges—Surrender Charge” and “Payment Options.” Full surrender of the policy terminates all rights you had in the base policy. However, a full surrender of the base policy or a partial surrender thereunder will not affect benefits that were available immediately prior to the date of the surrender under one of the term insurance riders (e.g., the Child Term Rider).
Partial Surrenders
You may obtain a partial surrender of the policy by requesting payment of a portion of the policy’s cash surrender value. It is possible to do this at any time during the lifetime of the insured, while the policy is in force, with a written request to our Customer Service Office (see Glossary for contact information). We may require the return of the policy before payment is made. A partial surrender will be effective on the date the written request is received or, if required, the date the policy is received by us. Surrender proceeds may be applied under any of the payment options described under “Payment of Proceeds—Payment Options.”
We reserve the right not to allow partial surrenders of less than $500. In addition, if the share of the policy value in any investment option or in the Guaranteed Interest Account is reduced as a result of a partial surrender and is less than $500, we reserve the right to require surrender of the entire remaining balance in that investment option or the Guaranteed Interest Account.
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Upon a partial surrender, the policy value will be reduced by the sum of the following:
| ● | The partial surrender amount paid—this amount comes from a reduction in the policy’s share in the value of each investment option or the Guaranteed Interest Account based on the allocation requested at the time of the partial surrender. If no allocation request is made, the withdrawals from each investment option will be made in the same manner as that provided for monthly deductions. |
| ● | The partial surrender fee—this fee is the lesser of $25 or 2% of the partial surrender amount paid. The assessment to each investment option or the Guaranteed Interest Account will be made in the same manner as provided for the partial surrender amount paid. |
| ● | A partial surrender charge—this charge is equal to a pro rata portion of the applicable surrender charge that would apply to a full surrender, determined by multiplying the applicable surrender charge by a fraction (equal to the partial surrender amount payable divided by the result of subtracting the applicable surrender charge from the policy value). This amount is assessed against the investment option or the Guaranteed Interest Account in the same manner as provided for the partial surrender amount paid. |
The cash surrender value will be reduced by the partial surrender amount paid plus the partial surrender fee. If your policy has Death Benefit Option 1, the face amount of the policy will be reduced by the same amount as the policy value is reduced as described above. Because the benefit amount under the Living Benefit Rider is a percentage of the base policy’s death benefit, a partial surrender that reduces the death benefit amount under the base policy would result in a corresponding reduction to the benefit amount under the Living Benefit Rider.
Processing and Payment of Surrenders, Withdrawals
You must sign a form satisfactory to us to take a withdrawal, surrender, or replace your policy. For your protection, the form must be requested from our Customer Service Office (see Glossary for contact information) by you or your agent. The form requested and sent to you for that particular transaction must be returned to the address specified on the form in order to process the transaction. For your protection, we require a signature guarantee for surrenders, partial withdrawals, or loans (if your policy provides for loans) over $100,000.
Internet and Telephone Transfers
You may transfer your policy value among the available investment options and the GIA and make changes to your premium allocation by Internet or telephone. You may also contact our Customer Service Office (see Glossary for address) The Company may discontinue any of these options and may provide other options at any time. We will execute transfer requests as of the valuation date we receive them in good order.
We do not charge for transfers at this time. However, we reserve the right to charge a fee of $10 for each transfer after your first two transfers in a policy year. Should we begin imposing this charge, we would not count transfers made under a Systematic Transfer Program toward the two-transfer limit. For more information, see “Market Timing and Other Disruptive Trading.”
You may permit your registered representative to submit transfer requests on your behalf. If you have authorized your registered representative to make transfers on your behalf, he or she may submit your transfer request in a batch of requests for multiple policy owners. Like an individual transfer request, the transfer request must be submitted in good order to be processed.
Nassau Life will use reasonable procedures to confirm that transfer instructions are genuine. We require verification of account information and will record telephone instructions, which are stored digitally. You will receive written confirmation of all transfers. Nassau Life may be liable for following unauthorized transfer instructions if we fail to follow our established security procedures. However, you will bear the risk of a loss resulting from instructions entered by an unauthorized third party that Nassau Life reasonably believe to be genuine.
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We may modify or terminate your Internet and telephonic transfer and allocation privileges at any time. You may find it difficult to exercise these privileges during times of extreme market volatility. In such a case, you should submit your request in writing.
We do not permit transfers of less than $500 unless either:
| ● | the entire balance in the investment option or the Guaranteed Interest Account is being transferred; or |
| ● | the transfer is part of a Systematic Transfer Program. |
We reserve the right to prohibit a transfer to any investment option if the value of your investment in that investment option immediately after the transfer would be less than $500. We further reserve the right to require that the entire balance of an investment option or the Guaranteed Interest Account be transferred if the value of your investment in that investment option immediately after the transfer, would be less than $500.
You may make only one transfer per policy year from the non-loaned portion of the Guaranteed Interest Account unless the transfers are made as part of a Systematic Transfer Program or unless we agree to make an exception to this rule. The amount you may transfer is limited to the greatest of $1,000 or 25% of the value of the non-loaned portion of the Guaranteed Interest Account. You may transfer policy value into the Guaranteed Interest Account at any time.
Market Timing and Other Disruptive Trading
We discourage market timing activity, frequent transfers of policy value among investment options and other activity determined to be “Disruptive Trading”, as described below. Your ability to make transfers among investment options under the policy is subject to modification if we determine, in our sole opinion, that your exercise of the transfer privilege constitutes “Disruptive Trading” that may disadvantage or potentially harm the rights or interests of other policy owners.
“Disruptive Trading” includes, but is not limited to: frequent purchases, redemptions and transfers; transfers into and then out of an investment option in a short period of time; and transfers of large amounts at one time. The risks and harmful effects of Disruptive Trading include:
| ● | dilution of the interests of long-term investors in an investment option, if market timers or others transfer into or out of the investment option rapidly in order to take advantage of market price fluctuations; |
| ● | an adverse effect on portfolio management, as determined by portfolio management in its sole discretion, such as causing the underlying fund to maintain a higher level of cash than would otherwise be the case, or causing the underlying fund to liquidate investments prematurely; and |
| ● | increased brokerage and administrative expenses. |
To protect our policy owners and the underlying funds from Disruptive Trading, we have adopted certain policies and procedures.
Under our Disruptive Trading policy, we can modify your transfer privileges for some or all of the investment options. Modifications include, but are not limited to, not accepting a transfer request from you or from any person, asset allocation service, and/or market timing service made on your behalf. We may also limit the amount that may be transferred into or out of any investment option at any one time. Unless prohibited by the terms of your policy, we may (but are not obligated to):
| ● | limit the dollar amount and frequency of transfers (e.g., prohibit more than one transfer a week, or more than two a month, etc.), |
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| ● | restrict the method of making a transfer (e.g., require that all transfers into a particular investment option be sent to our Service Center by first class U.S. mail and/or rescind telephone, internet or fax transfer privileges), |
| ● | require a holding period for some investment options (e.g., prohibit transfers into a particular investment option within a specified period of time after a transfer out of that investment option), |
| ● | implement and administer redemption fees imposed by one or more of the underlying funds, or |
| ● | impose other limitations or restrictions. |
Currently we attempt to detect Disruptive Trading by monitoring both the dollar amount of individual transfers and the frequency of a policy owner’s transfers. With respect to both dollar amount and frequency, we may consider an individual transfer alone or when combined with transfers from other policies owned by or under the control or influence of the same individual or entity. If you have authorized your registered representative to make transfers on your behalf, he or she may submit your transfer request in a batch of requests for multiple policy owners. We monitor these transfers on an individual basis, rather than on a batch basis. We currently review transfer activity on a regular basis. We also consider any concerns brought to our attention by the managers of the underlying funds. We may change our monitoring procedures at any time without notice.
Because we reserve discretion in applying these policies, they may not be applied uniformly. However, we will to the best of our ability apply these policies uniformly. Consequently, there is a risk that some policy owners could engage in Disruptive Trading while others will bear the effects of their activity.
Currently we attempt to detect Disruptive Trading by monitoring activity for all policies. Possible Disruptive Trading activity may result in our sending a warning letter advising the owner of our concern. Regardless of whether a warning letter is sent, once we determine that Disruptive Trading activity has occurred, we may revoke the owner’s right to make Internet transfers. We will notify policy owners in writing (by mail to their address of record on file with us) if we limit their trading.
We have adopted these policies and procedures as a preventative measure to protect all policy owners from the potential effects of Disruptive Trading, while recognizing the need for policy holders to have available reasonable and convenient methods of making transfers that do not have the potential to harm other policy owners.
We currently do not make any exceptions to the policies and procedures discussed above to detect and deter Disruptive Trading. We may reinstate Internet, telephone and fax transfer privileges after they are revoked, but we will not reinstate these privileges if we have reason to believe that they might be used thereafter for Disruptive Trading.
We cannot guarantee that our monitoring will be 100% successful in detecting and restricting all transfer activity that constitutes Disruptive Trading. Moreover, we cannot guarantee that revoking or limiting a policy owner’s Internet, telephone and fax transfer privileges will successfully deter all Disruptive Trading. In addition, some of the underlying funds are available to insurance companies other than Nassau Life and we do not know whether those other insurance companies have adopted any policies and procedures to detect and deter Disruptive Trading, or if so what those policies and procedures might be. Because we may not be able to detect or deter all Disruptive Trading and because some of these funds are available through other insurance companies, some policy owners may be treated differently than others, resulting in the risk that some policy owners could engage in Disruptive Trading while others will bear the effects of their activity.
Orders for the purchase of underlying fund shares are subject to acceptance by the relevant fund. Nassau Life has entered into information sharing agreements with the underlying funds of this variable life insurance product as required by Rule 22c-2 under the Investment Company Act of 1940. The purpose of the information sharing is to provide information to the underlying funds so that they can monitor, warn, and restrict policyholders who may be engaging in disruptive trading practices as determined by the underlying funds. We reserve the right to reject, without prior notice, any transfer request into any investment option if the purchase of shares in the corresponding underlying fund is not accepted for any reason.
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We may, without prior notice, take whatever action we deem appropriate to comply with or take advantage of any state or federal regulatory requirement.
We do not include transfers made pursuant to the Dollar Cost Averaging, Automatic Asset Rebalancing or other similar programs when applying our Disruptive Trading policy.
Generally, while the policy is in force, a loan may be taken against the policy up to the available loan value. The loan value on any day is 90% of the policy value reduced by an amount equal to the surrender charge. The available loan value is the loan value on the current day less any outstanding debt.
The amount of any loan will be added to the loaned portion of the Guaranteed Interest Account and subtracted from the policy’s share of the investment options or the nonloaned portion of the Guaranteed Interest Account, based on the allocation requested at the time of the loan. The total reduction will equal the amount added to the loaned portion of the Guaranteed Interest Account. Allocations generally must be expressed in terms of whole percentages. If no allocation request is made, the amount subtracted from the share of each investment option or the nonloaned portion of the Guaranteed Interest Account will be determined in the same manner as provided for monthly deductions. Interest will be credited and the loaned portion of the Guaranteed Interest Account will increase at an effective annual rate of 2% (4% in New York and New Jersey only), compounded daily and payable in arrears. At the end of each policy year and at the time of any debt repayment, interest credited to the loaned portion of the Guaranteed Interest Account will be transferred to the investment options or the Guaranteed Interest Accounts in accordance with your most recent premium allocation schedule on file.
Debt may be repaid at any time during the lifetime of the insured while the policy is in force. Any debt repayment received by us during a grace period will be reduced to pay any overdue monthly deductions and only the balance will be applied to reduce the debt. Such balance will first be used to pay any outstanding accrued loan interest, and then will be applied to reduce the loaned portion of the Guaranteed Interest Account. The investment options or the Guaranteed Interest Accounts will be increased by the same amount the loaned portion is decreased. If the amount of a loan repayment exceeds the remaining loan balance and accrued interest, the excess will be allocated among the investment options as you may request at the time of the repayment and, if no allocation request is made, according to the most recent premium allocation schedule on file.
Payments received by us for the policy will be applied as loan repayments unless specified as premium payment by you. Until the debt is fully repaid, additional debt repayments may be made at any time during the lifetime of the insured while the policy is in force until the debt is fully repaid.
Failure to repay a policy loan or to pay loan interest will not terminate the policy unless the policy value becomes insufficient to maintain the policy in force.
Policy value for loaned amounts increases at the rate we credit the loaned portion of the Guaranteed Interest Account, whereas nonloaned policy value varies with the investment performance of the chosen investment options or at the rate we credit the nonloaned portion of the Guaranteed Interest Account and the Long-term Guaranteed Interest Account. Loans can also reduce your policy’s death benefit. We deduct the amount of any outstanding loans plus any accrued loan interest before we calculate the death benefit. The amount available for a full surrender is similarly reduced by the amount of any outstanding loans and loan interest.
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The proceeds of policy loans may be subject to federal income tax. See “Federal Income Tax Considerations.” In the future, we may not allow policy loans of less than $500, unless such loan is used to pay a premium on another Nassau Life policy.
| ● | In all states except New York and New Jersey, the rates in effect following the policy anniversary nearest the insured’s 65th birthday will be 2¼%. The rates in effect before the insured reaches age 65 will be: |
| Policy years 1-10: | 4% | |
| Policy years 11-15: | 3% | |
| Policy years 16 and thereafter: | 2¼% |
| ● | In New York and New Jersey only, the rates in effect before the Insured reaches age 65 will be: |
| Policy years 1-10: | 6% | |
| Policy years 11-15: | 5% | |
| Policy years 16 and thereafter: | 4¼% |
You will pay interest on the loan at the noted effective annual rates, compounded daily and payable in arrears.
At the end of each policy year, any interest due on the debt will be treated as a new loan and will be offset by a transfer from your investment options and the nonloaned portion of the Guaranteed Interest or the Long-term Guaranteed Interest Account to the loaned portion of the Guaranteed Interest Account.
A policy loan, whether or not repaid, has a permanent effect on the policy value because the investment results of the investment options or nonloaned portion of the Guaranteed Interest Account will apply only to the amount remaining in the investment options or the nonloaned portion of the Guaranteed Interest Account and the Long-term Guaranteed Interest Account. The longer a loan is outstanding, the greater the effect is likely to be. The effect could be favorable or unfavorable. Under Death Benefit Option 1, outstanding policy loans do not reduce the policy’s gross death benefit, because the policy value is exclusive of the gross death benefit amount. A policy loan can also have an effect on the policy’s death benefit under Death Benefit Option 2 due to any resulting differences in policy value.
If the investment options or the nonloaned portion of the Guaranteed Interest Account and the Long-term Guaranteed Interest Account earn more than the annual interest rate for funds held in the loaned portion of the Guaranteed Interest Account, the policy value does not increase as rapidly as it would have had no loan been made. If the investment options or the Guaranteed Interest Account earn less than the annual interest rate for funds held in the loaned portion of the Guaranteed Interest Account, the policy value is greater than it would have been had no loan been made. A policy loan, whether or not repaid, also has a similar effect on the policy’s death benefit due to any resulting differences in policy value, under Death Benefit Option 2.
For your protection, we require a signature guarantee for surrenders, partial withdrawals, or loans (if your policy provides for loans) over $100,000.
Unlike conventional life insurance policies, the payment of the issue premium, no matter how large, or the payment of additional premiums will not necessarily continue the policy in force until the death of the insured.
If on any monthly calculation day during the first 8 policy years, the policy value less outstanding debt is insufficient to cover the monthly deduction, a grace period of 61 days will be allowed for the payment of an amount equal to three times the required monthly deduction plus any amount due to prevent the policy from lapsing. If on any monthly calculation day during any subsequent policy year, the cash surrender value (which should have become positive) is less than the required monthly deduction, a grace period of 61 days will be allowed for the payment of an amount equal to three times the required monthly deduction plus any amount due to prevent the policy from lapsing.
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During the grace period, the policy will continue in force but investment option transfers and loans will not be permitted. Failure to pay the additional amount within the grace period will result in lapse of the policy, but not until 30 days has passed after we have mailed a written notice to you. Generally, if your policy lapses, it may not be reinstated. However, for Maine residents only: if the policy is in default because of organic brain disease of the Owner, the policy may be reinstated without evidence of insurability if proof of organic brain disease is provided to the satisfaction of the Company.
If a premium payment for the additional amount is received by us during the grace period, any amount of premium over what is required to prevent lapse will be allocated among the investment options or to the Guaranteed Interest Account according to the current premium allocation schedule. In determining the amount of “excess” premium to be applied to the investment options or the Guaranteed Interest Account, we will deduct the premium tax and the amount needed to cover any monthly deductions made during the grace period. If the policy was in the grace period on the date of the insured’s death, the death proceeds will be reduced by any outstanding monthly charges, unless a death benefit guarantee was in effect for the policy.
Please note that if the policy lapses during the first ten policy years, surrender charges will apply.
Federal Income Tax Considerations
Introduction
The following discussion is general in nature and is not intended as individual tax advice. The income tax rules are complicated and this discussion is intended only to make you aware of the issues. Each person should consult an independent tax or legal advisor. No attempt is made to consider any estate, gift or inheritance taxes or any applicable state, local or other tax laws.
Because this discussion is based upon our understanding of the federal income tax laws as they are currently interpreted, we cannot guarantee the income tax status of any contract or policy either currently or in the future. No representation is made regarding the likelihood of continuation of the federal income tax laws or the current interpretations by the Internal Revenue Service (the “IRS”). From time to time, there are regulatory or legislation proposals or changes that do or could impact the taxation of life insurance contracts or policies; if enacted, these changes could be retroactive. We reserve the right to make changes to the policy or contract as necessary for it to satisfy the “Definition of Life Insurance” and to avoid classification of the contract or policy as a “Modified Endowment Contract,” as set forth in the Internal Revenue Code (the “Code”) and as interpreted by the IRS. For a discussion of federal income taxes as they relate to the funds, please see the fund prospectuses.
Policyholders (also referred to as Owners) should consult their own independent tax and/or legal advisors for advice and information relating to their particular tax situation.
Note on Terminology: The Code uses the term “Life Insurance Contract”, rather than the term “Life Insurance Policy.” The Code also uses the term “policyholder”, in describing the owner of a Life Insurance Contract. This section will follow the Code terminology in describing specific provisions of the Code. In addition, this section refers to “insured”; where applicable, the same rules apply in the case of multiple “insureds”.
Income Tax Status
We are taxed as a life insurance company under the Code. For federal income tax purposes, neither the Separate Account nor the Guaranteed Interest Account is a separate entity from Phoenix Life Insurance Company, PHL Variable Insurance Company or Phoenix Life and Annuity Company and neither account will be taxed separately as under the “regulated investment company” provisions (Subchapter M) of the Code.
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Investment income and realized capital gains on the assets of the Separate Account are reinvested and taken into account in determining the value of the Separate Account and each Contract. No charge currently will be made to any contract or to the Separate Account for our federal income taxes which may be attributable to the Separate Account. We reserve the right to make a deduction for taxes with respect to such items in the future. If imposed, such charge would be equal to the federal income taxes attributable to the investment results of the Separate Account.
Policy/Contract Benefits
State and local transfer, and other tax consequences of ownership or receipt of policy proceeds depend on the circumstances of each policyholder or beneficiary. A qualified tax advisor should be consulted on these consequences.
Tax Treatment as Life Insurance
In order to be treated as life insurance for federal income tax purposes, specified requirements must be met. If these requirements are met, the death benefits are generally received without federal income tax and the earnings on the contract are not subject to federal income tax until withdrawn. These requirements include the federal definition of life insurance, rules for diversification of the contract’s investments (described below), owner/investor control (discussed below), and the necessity that the contract be life insurance under applicable law.
With respect to applicable law, this is generally understood to refer to state or foreign law. This contract has been filed as a life insurance policy or contract under applicable state laws.
There are two definitional tests for life insurance in section 7702 of the Code: (1) Cash Value Accumulation Test, and (2) Guideline Premium Test. The selection of the tests is made at issue and cannot be changed thereafter. The choice of test is based on contract design and is dependent on several factors, including the insured’s age at issue and intention of the owner concerning contract funding patterns. If this contract permits the policyholder to select the applicable test, this selection must be made at issue and cannot be changed. In some cases, only one test is available.
Under the Cash Value Accumulation Test, there must, at all times, be a minimum ratio of death benefit to cash value. Compliance with the test is based on the contract design at issue. The premiums permitted under this test are based on the death benefit, age and characteristics of the insured and types of riders on the contract.
Under the Guideline Premium Test, there is a limit as to the amount of premium that can be paid into the contract in relation to the death benefit. The initial premium limit is based on the death benefit, age and characteristics of the insured and types of riders on the contract. The actual premium limits each year will depend on the amount of premiums paid in a prior year. In addition to this premium test, there is also a minimum ratio of death benefit to cash value under the Cash Value Corridor. This Corridor looks to the age of the insured and the cash value each year and may require periodic adjustments in death benefit for compliance.
Since Code section 7702 imposes certain conditions with respect to premiums received under a contract, we monitor the premiums paid in order to maintain compliance with such conditions. If the premium limitation is exceeded during the year, we may return the excess premium, with interest, to the policyholder within 60 days after the end of the policy year, in order to maintain the qualification of the contract as life insurance for federal income tax purposes.
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The following discussion assumes that the policy will qualify as a life insurance contract for Federal income tax purposes.
Death Benefit Proceeds
Death benefit proceeds payable under a life insurance contract are generally excludable from the gross income of the beneficiary under Code section 101(a)(1) unless there has been a transfer for valuable consideration or unless the specific requirements relating to Business and Corporate-Owned Policies are not met (see “Business and Corporate-Owned Policies”). Also, a policyholder should not be considered to be in constructive receipt of the cash value, including investment income, as long as the contract remains in force and there is no change in the death benefit.
In addition to the necessity to return premiums, as described above, depending on the performance of the contract, from time to time, it may be become necessary to increase the death benefit in order to satisfy the Cash Value Corridor. Any such increase is in effect only as long as required to satisfy this corridor and is not permanent.
Under specified circumstances, the policyholder may request that the death benefit be increased or decreased. Such a decrease or increase may have federal income tax ramifications.
Full Surrender
Upon full surrender of a contract for its cash value, the excess, if any, of the cash value (unreduced by any outstanding indebtedness) over the premiums paid will be treated as ordinary income for federal income tax purposes.
If the contract is subject to a loan at time of surrender, the outstanding loan amount is included in the computation of the amount received at the time of surrender. Thus, in the event of a surrender of a contract that is subject to a loan, the loan amount may result in ordinary income at the time of surrender.
A contract that lapses is treated as a full surrender for federal income tax purposes.
The full surrender of a contract that is a Modified Endowment Contract (“MEC”), as described herein, may result in the imposition of an additional 10% tax on any income received.
Withdrawal
Withdrawals are generally not taxable as long as the amount withdrawn does not exceed the total of the premiums paid and the contract is not a MEC. If the contract is classified as a MEC, withdrawals and other distributions are fully taxable to the extent of income in the contract. There are situations, however, in which a withdrawal from any contract (regardless of MEC status) can result in current taxation. A withdrawal, accompanied by a reduction in death benefits can result in current taxation under Code section 7702(f)(7), if the reduction in death benefits occurs during the first 15 years after a contract is issued. After 15 years, the withdrawal proceeds resulting from a reduction in death benefits will generally not be subject to tax, except to the extent such proceeds exceed the total amount of premiums paid but not previously recovered. Policyholders should consult with tax advisors in advance of a proposed decrease in death benefits or a withdrawal as to the portion, if any, which would be subject to tax, and in addition as to the impact such withdrawal might have under the MEC provisions.
Loans
We believe that any loan received under a contract will be treated as your indebtedness. If the contract is a MEC, loans are fully taxable to the extent of income on the contract and are possibly subject to an additional 10% tax. If the contract is not a MEC, we believe that no part of any loan under a contract will constitute income to you as long as the contract remains in force. If there is a full surrender or lapse, an outstanding loan becomes part of the amount received upon surrender or lapse.
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The deductibility by a policyholder of loan interest under a contract is limited under Code section 264. In most cases, there is no interest deduction permitted.
Sale of Contract
Upon a sale of the policy to a third party, the owner has taxable income of the excess, if any, of the amount received from the third party over the owner’s basis in the policy. The IRS provided in Revenue Ruling 2020-5 (Internal Revenue Bulletin 2020-9) that for purposes of sale of a life insurance contract, the owner’s basis in the contract is not reduced for the cost of insurance charges. Revenue Ruling 2020-5 is effective for transactions entered into on or after August 26, 2009. Additional information reporting may apply in the event of a sale of a policy. In this information reporting, we would be required to provide specific information to the IRS concerning the basis of the policy.
Net Investment Income Additional Tax
Regulations under section 1411 of the Internal Revenue Code indicate that there are situations under which amounts received under a life insurance policy may be included in the definition of “net investment income” for purposes of section 1411 of the Code. Certain patterns of taxable income from a life insurance contract could be treated as if received from an annuity. If section 1411 applies to the income, in addition to income tax, there is an additional tax of 3.8 percent. Section 1411 applies to taxpayers whose modified adjusted gross income exceeds the threshold amount. The threshold amount is $250,000 in the case of a joint return or surviving spouse, $125,000 in the case of a married individual filing a separate return, and $200,000 in any other case. The threshold amount may be subject to modification, but is not indexed for inflation.
Business and Corporate-Owned Contracts
If the policy is owned by an entity that is not a natural person, there are Code provisions that impact the tax treatment of premiums, loan interest, policy earnings and death benefits. No deduction is permitted for premiums paid if the policyholder is a beneficiary under the policy. With limited exceptions, no deduction is allowed for interest paid or accrued on any loan. An interest deduction disallowance rule on interest relating to a different investment paid or incurred by the policyholder of a life insurance contract may also apply in the case of a policy insuring the life of an individual who is not an owner of the policy, or an officer, director, or employee of the policyholder’s business. A qualified tax advisor should be consulted before any non-natural person is made an owner or holder of a policy, or before a business (other than a sole proprietorship) is made a beneficiary of a policy.
For an employer-owned life insurance policy under section 101(j) of the Code, death benefits may be subject to income tax unless (1) specified provisions relating to written notice to the insureds and written consent from the insureds are satisfied, and (2) criteria are satisfied concerning the relationship between the insured and policyholder or the insured and the death benefits. The policyholder is solely responsible for ensuring that these provisions are satisfied. The policyholder must also comply with required annual reporting and recordkeeping requirements as set forth by the IRS. It is the employer’s responsibility to verify the eligibility of the intended insured under employer-owned life insurance policies and to provide the notices and obtain the consents required by section 101(j). A tax advisor should be consulted by anyone considering the purchase of an employer-owned life insurance policy.
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Modified Endowment Contracts (“MEC”)
General
The premiums paid into a life insurance contract are required to be tested under the “7-pay test” of Code section 7702A to determine if the contract will be classified as a modified endowment contract (“MEC”). Under this test, there is a premium limit that applies for the first 7 years of the contract and for 7 years after a material change to the contract.
If the contract is classified as a MEC, there is no change to the contractual terms of the contract; however, the tax treatment of loans, distributions and decreases is changed. For a MEC, loans and other distributions are taxed to the extent of gain at the time of the loan or distribution (the excess of cash value over premiums paid).
There are situations in which a MEC may be intended by the policyholder. In these cases, the policyholder will be required to sign an acknowledgement of intended MEC status either at issue or when the contract becomes classified as a MEC.
We will monitor premium payments to determine if the premium paid will exceed the MEC limit in effect at the time of the premium payment. Unless the contract is already a MEC and the policyholder has consented to MEC status, if a payment does exceed the limit and applying it to the contract would cause MEC status, we will advise the policyholder that the excess premium will cause MEC status and will take steps to have the amounts removed from the contract. Premiums paid which are removed from the contract, with interest within 60 days after the end of the contract year are not treated as premiums paid and will not cause MEC status. If the policyholder chooses to have the premiums reapplied during the same contract year and the contract becomes a MEC, the MEC status cannot be reversed. A life insurance contract received in a tax-free exchange for a MEC will be treated as a MEC.
Reduction in Benefits During the First Seven Years
If during the first seven contract years there is a reduction in death benefits or reduction or elimination of certain other riders, the MEC test is recalculated assuming the lowered death benefits. This recalculation is retroactive back to the beginning of the contract and each premium actually paid is tested against the recalculated limit. For a contract with two insureds in which the death benefit is payable upon the death of the last insured, a reduction in death benefits at any time during the life of the contract will cause a retroactive recalculation of the MEC test back to issue and actual premiums paid will be tested against the recalculated limit. A contract that becomes a MEC due to a reduction in benefits and a recalculation cannot have MEC status reversed.
Distributions Affected
If a contract fails the MEC test, it is considered a MEC as to distributions in the year in which the test is failed and all subsequent contract years. In addition, distributions made within the two years prior to MEC status are treated as being made in anticipation of MEC status and are considered distributions under a MEC and are taxable in the year the contract becomes a MEC.
Penalty Tax
Any amounts taxable from a MEC will be subject to an additional 10% excise tax, except for distributions that are:
| ● | made on or after the taxpayer attains age 59½ |
| ● | attributable to the taxpayer’s disability (within the meaning of Code section 72(m)(7)); or |
| ● | part of a series of substantially equal periodic payments (not less often than annually) made for the life (or life expectancy) of the taxpayer or the joint lives (or life expectancies) of the taxpayer and his beneficiary. |
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Material Change Rules
Any determination of whether the contract meets satisfied the MEC test will begin again any time the contract undergoes a “material change,” which includes any increase in death benefits or any increase in or addition of a qualified additional benefit, except for an increase that is attributable to premiums paid “necessary to fund” the lowest death benefit and qualified additional benefits payable in the first seven contract years or to the crediting of interest or dividends with respect to these premiums.
A material change may occur at any time during the life of the contract (within the first seven years or thereafter), and future taxation of distributions or loans would depend upon whether the contract satisfied the MEC test from the time of the material change. An exchange of policies is considered to be a material change for all purposes.
Serial Purchase of MECs
All MECs issued by the same insurer (or affiliated companies of the insurer) to the same policyholder within the same calendar year will be treated as one MEC in determining the taxable portion of any loans or distributions made to the policyholder.
Limitations on Mortality and Expense Charges
The Code imposes limitations on mortality and expense charges in the computation of the definition of life insurance tests and in the MEC test. The mortality charges taken into account to compute permissible premium levels may not exceed those charges required to be used in determining the federal income tax reserve for the contract, unless U.S. Treasury regulations prescribe a different limitation. In addition, the expense charges taken into account under the Guideline Premium Test are required to be reasonable, as defined by the U.S. Treasury regulations. We will comply with the requirements in calculating all of the applicable tax limitations.
Qualified Plans
A contract may be used in conjunction with certain qualified plans. Since the rules governing such use are complex, you should not use the contract in conjunction with a qualified plan until you have consulted a pension, tax or legal advisor. If this contract is used in this connection, we are specifically not the plan administrator or trustee and we are not providing any guidance or assistance regarding any qualified plan rules. We may require that the plan administrator or trustee be identified in a specific form or document.
Diversification Regulations
Code section 817(h) requires that all contracts be adequately diversified. Treasury regulations define the requirements and generally permit these requirements to be satisfied using separate accounts with separate funds or series of a fund, each of which meets the requirements. The regulations generally require that, on the last day of each calendar quarter the assets of the separate accounts or series be invested in no more than:
| ● | 55% in any one investment |
| ● | 70% in any two investments |
| ● | 80% in any three investments |
| ● | 90% in any four investments |
A “look-through” rule applies to treat a pro rata portion of each asset of a series as an asset of the Separate Account; therefore, each series will be tested for compliance with the percentage limitations. For purposes of these diversification rules, all securities of the same issuer are treated as a single investment, but each United States government agency or instrumentality is treated as a separate issuer.
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We intend to comply with the Diversification Regulations to assure that the contracts qualify as life insurance contracts for federal income tax purposes.
Owner/Investor Control
The Treasury Department has indicated that the Diversification Regulations do not provide exclusive guidance regarding the circumstances under which policyholder control of the investments of the Separate Account will cause the policyholder to be treated as the owner of the assets of the Separate Account, thereby resulting in current taxation of contract earnings. In certain circumstances, owners of variable life insurance contracts have been considered for Federal income tax purposes to be the owners of the assets in the separate account supporting their contracts due to their ability to exercise investment control over those assets. Where this is the case, the contract owners have been currently taxed on income and gains attributable to the separate accounts. There is little guidance in this area, and some features of the policies, such as the flexibility of the policyowner to allocate premiums and cash values, have not been explicitly addressed in published rulings. While we believe that the policy does not give policyowners investment control over separate account assets, we reserve the right to modify the policies as necessary to prevent a policyowner from being treated as the owner of the separate account assets supporting the policy.
Change or Assignment of Ownership, Exchange of Policies or Change of Insured
Changing the policyholder or the insured or an exchange or assignment of the contract may have tax consequences depending on the circumstances. A change of insured under the same contract is treated as if the contract was fully surrendered and a new contract with a new insured was acquired. Any gain in the contract at the time of the change of insured is taxable income at that time. For exchanges in which there is no change in the identity of the insured or policyholder, Code section 1035 provides that a life insurance contract can be exchanged for another life insurance contract, long-term care contract, or for an annuity contract, without recognition of gain or loss, assuming that no money or other property is received in the exchange, and that the policies relate to the same insured. At the time of the exchange, the contract is generally treated as newly issued and is subject to tax rules in place at the time of the exchange. If the original contract is subject to a contract loan and the newly acquired contract is not subject to the same loan, the amount of the loan on the original contract may be treated as the receipt of money on the exchange. To qualify under section 1035, the contract proceeds must be transferred directly from one insurer to another insurer. We recommend that any person contemplating such actions seek the advice of a legal or tax advisor.
Other Taxes
A life insurance contract may also raise issues concerning federal estate, gift and generation skipping taxes, state and local estate, inheritance and other taxes. We do not make any representations regarding the tax consequences with respect to these types of taxes.
Withholding and Information Reporting
We are required to file information returns with the Internal Revenue Service and state taxation or revenue authorities in the event that there is a distribution from your contract that may have tax consequences and in certain other circumstances. In order to comply with our requirements, from time to time, we request that the policyholder provide certain information, including social security number or tax identification number and current address.
We are also required to withhold federal income taxes on the taxable portion of any amounts received under the contract unless you elect to not have any withholding or in certain other circumstances. You are not permitted to elect out of withholding if you do not provide a social security number or other taxpayer identification number. Special withholding rules apply to payments made to nonresident aliens. You are liable for payment of federal income taxes on the taxable portion of any amounts received under the contract. You may be subject to penalties if your withholding or estimated tax payments are insufficient. Certain states also require withholding of state income taxes on the taxable portion of amounts received. State laws differ regarding the procedure by which these amounts are computed and the extent to which a policyholder can elect out of withholding.
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In 2004, the Department of Treasury ruled that income received by residents of Puerto Rico under a life insurance contract issued by a United States company is U.S.-source income that is subject to United States Federal income tax. This ruling is also understood to apply to other nonresident alien policyholders. Prospective purchasers that are not U.S. citizens or residents are advised to consult with a qualified tax adviser regarding U.S. and foreign taxation with respect to a life insurance policy purchase.
Federal Estate, Gift and Generation-Skipping Transfer Taxes
While no attempt is being made to discuss in detail the federal estate tax implications of the contract, a purchaser should keep in mind that ownership of a life insurance policy at time of death may result in federal estate taxes and that in certain circumstances, the death benefit may also be subject to these taxes. Consult an estate planning advisor for more information.
Gifting an existing life insurance contract/policy to another person, including a trust, can result in the assessment of gift taxes.
Under certain circumstances, the Code may impose a generation-skipping (“GST”) tax when all or part of a life insurance contract is transferred to, or a death benefit is paid to, an individual two or more generations younger than the Owner. Regulations issued under the Code may require us to deduct the tax from your contract, or from any applicable payment, and pay it directly to the IRS.
The potential application of these taxes underscores the importance of seeking guidance from a qualified adviser to help ensure that your estate plan adequately addresses your needs and those of your beneficiaries under all possible scenarios.
Foreign Tax Credits
We may benefit from any foreign tax credits attributable to taxes paid by certain underlying funds to foreign jurisdictions to the extent permitted under Federal tax law.
Possible Tax Law Changes
Although the likelihood of legislative and regulatory changes is uncertain, there is always the possibility that the tax treatment of the contract could change by legislation or regulation. Consult a tax adviser with respect to legislative and regulatory developments and their effect on the contract.
We have the right to modify the contract or our contract administration in response to legislative or regulatory changes. We make no guarantee regarding the tax status of any contact and do not intend the above discussion as tax advice.
The Company has appointed 1851 Securities, Inc. (“1851”) to serve as the principal underwriter of the securities offered through this prospectus, pursuant to the terms of a underwriting agreement. 1851, which is an affiliate of the Company, also acts as the principal underwriter of other variable life insurance policies and variable annuity contracts issued by the Company and its affiliated companies. The Company or an affiliate reimburses 1851 for expenses 1851 incurs in underwriting the policies (e.g., commissions payable to retail broker-dealers who sell the policies). 1851 does not retain any fees under the policies; however, 1851 may receive 12b-1 fees from the underlying funds.
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1851’s principal executive offices are located at One American Row, PO Box 5056, Hartford, CT 06102-5056. 1851 is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as well as the securities commissions in the states in which it operates, and is a member of FINRA.
1851 and the Company enter into selling agreements with broker-dealers who are registered with the SEC and are members of FINRA, and with entities that may offer the policies but are exempt from registration. Applications for the policy are solicited by registered representatives who are associated persons of such broker-dealer firms. Those representatives act as appointed agents of the Company under applicable state insurance law and must be licensed to sell variable life insurance products. The Company has offered the policy in jurisdictions where it is licensed to do business and where the policy is approved.
Broker-dealers having selling agreements with 1851 and the Company are paid compensation for the promotion and sale of the policies. Registered representatives who solicit sales of the policy typically receive a portion of the compensation payable to the broker- dealer firm, depending on the agreement between the firm and the registered representatives. A broker-dealer firm or registered representative of a firm may receive different compensation for selling one product over another and/or may be inclined to favor or disfavor one product provider over another product provider due to differing compensation rates.
Compensation paid on the policies, as well as other incentives or payments, is not assessed as an additional direct charge to policy owners or the Separate Account. Instead, you pay for sales and distribution expenses through overall charges and fees assessed under your policy. For example, front end sales charges, per thousand sales loads, and /or any profits the Company may realize through assessing the mortality and expense risk charge under your policy may be used to pay for sales and distribution expenses. The Company may also pay for sales and distribution expenses out of any payments the Company or 1851 may receive from the Funds for providing administrative, marketing and other support and services to the Funds.
The amount and timing of overall compensation, which includes both commissions and the additional compensation as outlined below, may vary depending on the selling and other agreements in place. The additional compensation or reimbursement we pay to certain broker-dealers may be paid in the form of flat fees. However, these payments may be represented as a percentage of expected premium payments. Sales commissions will be paid to registered representatives on purchase payments we receive under these policies. The Company will pay up to a maximum total sales commission of up to 115% of target premium payments in the first policy year, up to 20% of excess target premium payments in the first policy year, up to 20% of target premium payments in the following policy years, and asset based fees of up to 0.25% of policy value in the following policy years.
We generally pay compensation as a percentage of premium payments invested in the policy (“commissions”). The amount of commissions we pay may vary depending on the selling agreement.
Promotional Incentives and Payments
To the extent permitted by FINRA rules and other applicable laws and regulations, 1851 may pay or allow other promotional incentives or payments in the form of cash or other compensation.
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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.
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.
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Audited financial statements of the Separate Account and Nassau Life are included in the Statement of Additional Information. For a free copy of the Statement of Additional Information, simply call or write to our Customer Service Office. The Statement of Additional Information is also available on the SEC’s website at www.sec.gov.
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APPENDIX A—Investment Options 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 1-800-541-0171 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 contract may charge. Expenses would be higher and performance would be lower if these charges were included. Each fund’s past performance is not necessarily an indication of future performance.
The availability of investment options may vary depending on the broker-dealer through which your policy was purchased. See Appendix C - 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 long-term capital appreciation. | Alger CapitaI Appreciation Portfolio1,2 (Class 1-2 Shares) - Fred Alger Management, LLC | 0.94% | 32.87% | 16.33% | 18.17% |
| Seeks investment results that correspond to the total return performance of U.S. common stocks, as represented by the S&P MidCap 400® Index. | CVT S&P Midcap 400 Index Portfolio (Class I) 3 - Calvert Research and Management/Ameritas Investment Partners, Inc. | 0.33% | 7.14% | 8.77% | 10.37% |
| Seeks to replicate, as closely as possible, before the deduction of expenses, the performance of the Standard & Poor’s 500 Composite Stock Price Index (the “S&P 500® Index”), which emphasizes stocks of large US companies. | DWS
Equity 500 Index VIP (Class A) 3 - DWS Investment Management Americas, Inc. Northern Trust Investments, Inc. |
0.25% | 17.63% | 14.13% | 14.52% |
| Seeks to replicate, as closely as possible, before the deduction of expenses, the performance of the Russell 2000® Index, which emphasizes stocks of small US companies. | DWS
Small Cap Index VIP (Class A) 3 - DWS Investment Management Americas, Inc. Northern Trust Investments, Inc. |
0.37% | 12.64% | 5.84% | 9.33% |
| Provides current income. | Federated
Hermes Fund for U.S. Government Securities II3 - Federated Investment Management Company Federated Advisory Services Company (FASC) |
0.78% | 6.80% | -0.84% | 1.06% |
| Provides current income consistent with stability of principal and liquidity. | Federated
Hermes Government Money Fund II3 - Federated Investment Management Company Federated Advisory Services Company (FASC) |
0.63% | 3.73% | 2.80% | 1.73% |
| Seeks high current income. | Federated
Hermes High Income Bond Fund II3 - Federated Investment Management Company Federated Advisory Services Company (FASC) |
0.81% | 8.23% | 3.70% | 5.59% |
| Seeks to achieve capital appreciation. | Fidelity® VIP Growth Portfolio (Service Class) 3 - FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, Fidelity Management & Research (Japan) Limited | 0.65% | 14.80% | 13.59% | 17.33% |
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 long-term capital appreciation. | Fidelity® VIP ContrafundSM Portfolio (Service Class) 3 - FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, Fidelity Management & Research (Japan) Limited | 0.64% | 21.42% | 15.26% | 15.66% |
| Seeks to provide capital growth. | Fidelity® VIP Growth Opportunities Portfolio (Service Class) 3 - FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, Fidelity Management & Research (Japan) Limited | 0.66% | 21.89% | 11.20% | 19.82% |
| Seeks as high a level of current income as is consistent with the preservation of capital. | Fidelity® VIP Investment Grade Bond Portfolio (Service Class) 3 - FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, Fidelity Management & Research (Japan) Limited | 0.47% | 7.14% | -0.06% | 2.61% |
| Seeks to maximize income while maintaining prospects for capital appreciation. | Franklin Income VIP Fund (Class 2) - Franklin Mutual Advisers, LLC | 0.72% | 12.56% | 7.66% | 7.30% |
| Seeks capital appreciation, with income as a secondary goal. | Franklin Mutual Shares VIP Fund (Class 2) - Franklin Mutual Advisers, LLC | 0.94% | 11.52% | 9.20% | 7.53% |
| Seeks capital appreciation. | Invesco V.I. Discovery Large Cap Fund3, 4 - Invesco Adviser, Inc. | 0.80% | 12.79% | 11.69% | 14.22% |
| Seeks capital appreciation. | Invesco V.I. Global Fund (Series II) - Invesco Adviser, Inc. | 1.06% | 15.05% | 7.01% | 10.72% |
| Seeks capital appreciation. | Invesco V.I. Main Street Small Cap Fund® (Series II) - Invesco Adviser, Inc. | 1.09% | 8.44% | 8.07% | 10.31% |
| Seeks long-term growth of capital. | Invesco V.I. Main Street Mid Cap Fund® (Series I) 1,2 - Invesco Adviser, Inc. | 0.94% | 9.19% | 9.11% | 9.35% |
| Seeks capital growth. | Invesco V.I. American Franchise Fund (Series I) - Invesco Adviser, Inc. | 0.85% | 11.67% | 10.35% | 14.87% |
| Seeks long-term growth of capital. | Invesco V.I. Core Equity Fund (Series I Shares) 1,2 - Invesco Adviser, Inc. | 0.80% | 16.17% | 12.81% | 11.73% |
| Seeks capital appreciation and current income. | Invesco V.I. Equity and Income Fund (Series II) - Invesco Adviser, Inc. | 0.82% | 12.52% | 8.68% | 8.64% |
| Seeks long-term capital appreciation. | Lazard Retirement US Small Cap Equity Select Portfolio (Service Shares) 1,2,3,8 - Lazard Asset Management LLC | 1.10% | 2.18% | 4.82% | 7.22% |
| Seeks high current income and the opportunity for capital appreciation to produce a high total return. | Lord Abbett Bond-Debenture Portfolio (Class VC Shares) - Lord, Abbett & Co. LLC | 1.04% | 8.33% | 2.10% | 4.72% |
A-2
| 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 long-term growth of capital and income without excessive fluctuations in market value. | Lord Abbett Growth and Income Portfolio (Class VC Shares) - Lord, Abbett & Co. LLC | 0.93% | 17.29% | 13.34% | 11.12% |
| Seeks capital appreciation through investments, primarily in equity securities. | Lord Abbett Mid Cap Stock Portfolio (Class VC Shares) - Lord, Abbett & Co. LLC | 1.15% | 7.05% | 10.16% | 7.98% |
| Seeks to provide investors with capital appreciation. | Morningstar Aggressive Growth ETF Asset Allocation Portfolio (Class II) - Morningstar Investment Management LLC | 0.85% | 20.00% | 10.55% | 10.36% |
| Seeks to provide investors with capital appreciation and some current income. | Morningstar Balanced ETF Asset Allocation Portfolio (Class II) - Morningstar Investment Management LLC | 0.84% | 14.82% | 6.61% | 7.25% |
| Seeks to provide investors with capital appreciation | Morningstar Growth ETF Asset Allocation Portfolio (Class II) - Morningstar Investment Management LLC | 0.82% | 17.91% | 8.82% | 9.05% |
| Seeks to provide investors with capital appreciation and some current income. | Morningstar Income and Growth ETF Asset Allocation Portfolio (Class II) - Morningstar Investment Management LLC | 0.84% | 11.70% | 4.43% | 5.46% |
| Seeks growth of capital. | Neuberger Berman AMT Mid Cap Growth Portfolio Class S - Neuberger Berman Investment Advisers LLC | 1.11% | 5.23% | 4.27% | 10.71% |
| Invests predominantly in securities of companies selected in accordance with the Fund's Sustainable Investing Criteria. | Quality Equity Portfolio Class S3, 7 - Neuberger Berman Investment Advisers LLC (“Manager”) is the Fund’s investment manager | 1.12% | 13.43% | 12.54% | 12.66% |
| Seeks maximum real return, consistent with prudent investment management. | PIMCO VIT CommodityRealReturn® Strategy Portfolio (Advisor Class) - PIMCO | 3.29% | 18.85% | 10.47% | 6.43% |
| Seeks maximum real return, consistent with preservation of real capital and prudent investment management | PIMCO VIT Real Return Portfolio (Advisor Class) - PIMCO | 1.49% | 7.74% | 1.11% | 3.11% |
| Seeks maximum total return, consistent with preservation of capital and prudent investment management. | PIMCO VIT Total Return Portfolio (Advisor Class) - PIMCO | 0.83% | 8.78% | -0.08% | 2.26% |
| Seeks to provide total returns that inversely correlate, before fees and expenses, to the price movement of a benchmark for U.S. Treasury debt instruments or futures contracts on a specified debt instrument on a daily basis. | Rydex VT Inverse Government Long Bond Strategy Fund1,2,3 - Security Investors, LLC. / Guggenheim Investments | 5.67% | 1.85% | 12.87% | 1.41% |
A-3
| 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 to provide investment results that match, before fees and expenses, the performance of a specific benchmark on a daily basis. | Rydex VT Nova Fund1,2,3 - Security Investors, LLC. / Guggenheim Investments | 1.74% | 20.87% | 16.53% | 17.73% |
| Seeks long-term capital appreciation. | Templeton Emerging Markets VIP Fund (Class 2)9 - Templeton Asset Management Ltd. | 1.37% | 46.27% | 5.46% | 10.40% |
| Seeks long-term capital growth. | Templeton Foreign VIP Fund (Class 2)3 - Templeton Investment Counsel, LLC | 1.08% | 29.19% | 8.25% | 5.75% |
| Seeks long-term capital growth. | Templeton Growth VIP Fund (Class 2) - Templeton Global Advisors Limited | 1.12% | 23.83% | 7.95% | 7.04% |
| Seeks capital appreciation and current income. | TVST
Touchstone Balanced Fund (Class I)3 - Touchstone Advisors, Inc. Fort Washington Investment Advisors, Inc. |
0.79% | 14.16% | 8.64% | 9.81% |
| Seeks to provide as high a level of current income as is consistent with the preservation of capital. Capital appreciation is a secondary goal. | TVST
Touchstone Bond Fund (Class I)3 - Touchstone Advisors, Inc. Fort Washington Investment Advisors, Inc. |
0.62% | 7.63% | -0.14% | 2.13% |
| Seeks to provide investors with capital appreciation. | TVST
Touchstone Common Stock Fund (Class I)3 - Touchstone Advisors, Inc. Fort Washington Investment Advisors, Inc. |
0.73% | 17.83% | 13.80% | 14.20% |
| Seeks to provide investors with growth of capital. | TVST
Touchstone Small Company Fund3 - Touchstone Advisors, Inc. Fort Washington Investment Advisors, Inc. |
0.76% | 9.72% | 9.10% | 11.37% |
| Seeks capital appreciation and income. | Virtus
Duff & Phelps Real Estate Securities Series A - Virtus Investment Advisers, LLC (“VIA”) Duff & Phelps Investment Management Co. |
1.10% | 0.72% | 6.06% | 5.95% |
| Seeks long-term growth of capital | Virtus
KAR Capital Growth Series A3 - Virtus Investment Advisers, LLC (“VIA”) Kayne Anderson Rudnick Investment Management, LLC |
1.03% | 6.96% | 5.43% | 13.10% |
A-4
| 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 capital appreciation and current income | Virtus
KAR Equity Income Series A3 - Virtus Investment Advisers, LLC (“VIA”) Kayne Anderson Rudnick Investment Management, LLC |
0.98% | 13.92% | 7.76% | 9.68% |
| Seeks long-term capital growth. | Virtus
KAR Small-Cap Growth Series A3 - Virtus Investment Advisers, LLC (“VIA”) Kayne Anderson Rudnick Investment Management, LLC |
1.14% | -22.62% | -5.76% | 11.33% |
| Seeks long-term capital appreciation. | Virtus
KAR Small-Cap Value Series A3 - Virtus Investment Advisers, LLC (“VIA”) Kayne Anderson Rudnick Investment Management, LLC |
1.10% | -4.50% | 2.57% | 8.90% |
| Seeks long-term total return. | Virtus
Newfleet Multi-Sector Intermediate Bond Series A3 - Virtus Investment Advisers, LLC (“VIA”) Newfleet Asset Management, LLC |
0.94% | 7.58% | 2.52% | 4.23% |
| Seeks high total return consistent with reasonable risk | Virtus
SGA International Growth Series A3 - Virtus Investment Advisers, LLC (“VIA”) Sustainable Growth Advisers, LP |
1.10% | 9.26% | 1.42% | 4.10% |
| Seeks high total return over an extended period of time consistent with prudent investment risk | Virtus
Tactical Allocation Series (Class A Shares)3 - Virtus Investment Advisers, LLC (“VIA”) Kayne Anderson Rudnick Investment Management, LLC (“KAR”) is the subadviser for the equity portion of the Series, and Newfleet Asset Management, LLC (“Newfleet”) is the subadviser for the fixed income portion of the Series. |
0.95% | 6.79% | 2.09% | 7.77% |
A-5
| 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 long-term capital appreciation. | Columbia Variable Portfolio - Acorn International Fund3, 5 - Columbia Management Investment Advisers, LLC (effective Jul 7, 2025; previously Columbia Wanger Asset Management, LLC) | 1.08% | 12.76% | -1.00% | 4.31% |
| Seeks long-term capital appreciation. | Columbia Variable Portfolio - Acorn Fund3, 6 - Columbia Management Investment Advisers, LLC (effective Jul 7, 2025; previously Columbia Wanger Asset Management, LLC) | 0.91% | 4.47% | 1.02% | 8.66% |
1 This fund is closed to new investors.
2 For contract owners who had value allocated to a fund before its applicable closure date, the following restrictions apply: (1) only regular purchase payments are allowed into the fund; (2) no transfers from other funds are allowed into the fund; (3) existing allocation percentages may only be reduced and the fund may not be added to an allocation schedule; (4) existing dollar cost averaging (“DCA”) percentages may only be reduced and the fund may not be added to a DCA allocation schedule; and (5) existing rebalancing percentages may only be reduced and the fund may not be added to the rebalancing allocation schedule.
3 The current expenses of this fund reflect a temporary fee waiver or expense reimbursement arrangement.
4 Formerly known as Invesco V.I. Capital Appreciation Fund.
5 Formerly known as Wanger International.
6 Formerly known as Wanger Acorn.
7 Formerly known as Neuberger Berman AMT Sustainable Equity Portfolio Class S.
8 Effective May 20, 2026, this fund will no longer be available for investment by new or existing investors.
9 Formerly known as Templeton Developing Markets VIP Fund (Class 2).
A-6
APPENDIX B: STATE-SPECIFIC POLICY VARIATIONS
| Individual Edge | |||
| New York Policy Variations | |||
| ● | The Long Term GIA is not yet available. | ||
| ● | During the free look period, the policy value will be invested in a money market subaccount and the policyholder has the right to cancel the policy and receive a refund of the premiums paid (less any withdrawals and policy debt). |
| ● | An administrative charge is applied in all policy years. |
The current charge is $5.00 per month.
The guaranteed charge is $7.50 per month.
| ● | Nassau Life reserves the right to: |
| ● | charge a transfer fee of $10 per transfer after the first 12 transfers in each contract year; |
| ● | limit the number of transfers to 12 per contract year; |
| ● | require transfers from subaccounts be a minimum of $500, or the entire subaccount balance if less. |
| ● | The loan interest rate credited on loaned policy values is 4.0%. The loan interest rate charged against loaned policy values is 6.0% for policy years 1-10 (or until policy anniversary nearest age 65 if sooner), 5.0% for policy years 11-15, and 4.5% for policy years 16+. |
| ● | The policy does have a maturity date and is equal to the policy anniversary nearest the insured’s age of 100. |
| ● | For the Age 100+ Rider: |
The rider extends the base policy’s coverage. The Individual Term Rider is not available.
| ● | For the Disability Benefit Rider: |
The rider credits a monthly benefit to the policy and waives the monthly deductions in the event a covered insured suffers a qualifying long term disability.
| ● | For the Family Term Rider and Child Term Rider: |
A conversion allowance (“credit”) equal to 80% of the rider’s first year COI is given to reduce the first year premium of the new converted policy.
B-1
APPENDIX C - 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.
C-1
Additional information about the Individual Edge® (the “Policy”) and the Nassau Life Variable Universal Life Account (the “Separate Account”) is contained in the Statement of Additional Information (“SAI”) dated May 1, 2026, which has been filed with the Securities and Exchange Commission (“SEC”) and is incorporated by reference into this prospectus.
The SAI, personalized illustrations of death benefits, cash surrender values and cash values are available, without charge, upon request. Inquiries and requests for the SAI and other requests should be directed in writing to our Customer Service Office (see glossary for contact information) or by telephone (800) 541-0171.
Reports and other information about the Separate Account are available on the SEC’s website at http://www.sec.gov. Copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following email address: [email protected].
EDGAR contract identifier number: C000074752
[Version A]
Flex Edge
Nassau Life Variable Universal Life Account
Issued by: Nassau Life Insurance Company
| PROSPECTUS | May 1, 2026 |
This prospectus describes a flexible premium fixed and variable universal life insurance policy. The policy provides lifetime insurance protection for as long as it remains in force. You may allocate premiums and policy value to the Guaranteed Interest Account and/or one or more of the investment options of the Nassau Life Variable Universal Life Account (“Separate Account”). The investment options purchase, at net asset value, shares of the mutual funds listed in Appendix A: Investment Options Available Under The Policy. We no longer make new sales of this policy.
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 U.S. Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Read and keep this prospectus for future reference. The policy is not a deposit of any bank, and is not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Policy investments are subject to risk, including the possible loss of principal invested.
The availability of investment options (including the Guaranteed Interest Account), 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.
For general information, you may send an email request to [email protected].
TABLE OF CONTENTS
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ii
The following is a list of terms and their meanings when used in this prospectus.
Attained age: The age of the insured on the birthday nearest the most recent policy anniversary.
Cash surrender value: The cash surrender value is the policy value less any applicable surrender charge on the date of surrender and less any debt.
Customer Service Office: The address that a policy owner should contact regarding all customer service matters, including premium payments, withdrawals, surrenders, transfers, exchanges, and fund/premium allocation requests. For payments, the address is P.O. Box 758572, Topeka, Kansas 66675-8572. For non-payment service matters, the address is P.O. Box 758573, Topeka, Kansas 66675-8573. For overnight payment delivery, the address is 5801 SW 6th Street, Mail Zone 572, Topeka, Kansas 66675-8606. The telephone number is 1-800-541-0171. The hours of operation are 8:30 am – 6:00 pm Eastern Time and the fax number is 1-785-368-1386.
Death benefit option: The type of death benefit described in effect.
Debt: Unpaid policy loans with accrued interest.
Due proof of death: A certified death certificate, or an order of a court of competent jurisdiction, or any other proof acceptable to us.
In force: The policy has not terminated or otherwise lapsed in accordance with the grace period and lapse provision.
In writing (written notice, written request): Is a written form signed by you, satisfactory to us and received by us.
Investment Options: The accounts within our Separate Account to which nonloaned assets under the policy are allocated. (which also may be referred to in this prospectus as the “variable investment options” or “subaccounts”).
Monthly calculation day: The first monthly calculation day is the same day as the policy date. Subsequent monthly calculation days are the same days of each month thereafter or, if such day does not fall within a given month, the last day of that month will be the monthly calculation day.
Nassau Life: Nassau Life Insurance Company
Net amount at risk: On a monthly calculation day it is the death benefit minus the policy value prior to the deduction of the cost of insurance charge. On any other day it is the death benefit minus the policy value.
Payment date: The valuation date on which a premium payment or loan repayment is received by us unless it is received after the close of the New York Stock Exchange in which case it will be the next valuation date.
Policy anniversary: The anniversary of the policy date.
Policy date: The policy date shown on the schedule pages from which policy years and policy anniversaries are measured.
Policy month: The period from one monthly calculation date up to, but not including, the next monthly calculation date.
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Policy value: The sum of your policy’s share in the value of each investment option plus the value of your policy allocated to the Guaranteed Interest Account.
Policy year: The first policy year is the one-year period from the policy date up to, but not including, the first policy anniversary. Each succeeding policy year is the one-year period from the policy anniversary up to, but not including, the next policy anniversary.
Separate Account: Nassau Life Variable Universal Life Account
Unit: A standard of measurement used to determine the share of this policy in the value of each investment option of the Separate Account.
Valuation Date: A valuation date is every day the New York Stock Exchange (“NYSE”) is open for trading and we are open for business.
Valuation Period: The period in days from the end of one valuation date through the next valuation date.
You (your): The owner of this policy at the time an owner’s right is exercised.
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Important Information You Should Consider About the Policy
| FEES AND EXPENSES | LOCATION
IN PROSPECTUS | |
| Charges for Early Withdrawals | During the first ten policy years, a surrender charge will apply if you fully or partially surrender the policy, allow the policy to lapse, or reduce the policy face amount. The maximum surrender charge that you can pay while you own the policy is equal to 0.50% of the policy face amount plus 30.00% of premiums paid.
For example, for a policy with a $100,000 face amount and $20,000 in premiums paid, the maximum full surrender charge would be $500 + $6000, or $6500. |
Fee Tables; Charges and Deductions |
| Transaction Charges | In addition to surrender charges, you also may be charged for other transactions. Specifically: (a) an additional surrender fee upon a partial surrender (b) an issue expense and face amount increase charge, deducted during the first 12 months after policy issue or after a face amount increase (c) premium tax charges, which may be deducted from premium payments you make (d) a transfer charge, which we reserve the right to deduct after the first two transfers in any given policy year. | Fee Tables; Charges and Deductions |
Ongoing Fees and Expenses (annual charges)
|
In addition to surrender charges and transaction charges, an investment in the policy is subject to certain ongoing fees and expenses, including the cost of insurance charge, the administrative charge, the mortality and expense risk charge, the loan interest charge (if a policy loan is taken), and the charge for any optional rider you have elected. Such fees and expenses may be set based on characteristics of the insured (e.g., age, sex, and rating classification). You should view the policy specifications page of your policy for the rates applicable to your policy. | Fee Tables; Charges and Deductions; Appendix A: Investment Options Available under the Policy |
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| FEES AND EXPENSES | LOCATION
IN PROSPECTUS |
You will also bear expenses associated with the underlying funds under the policy, as shown in the following table
|
||||||
ANNUAL FEE |
MIN. | MAX. | ||||
| Investment options (underlying fund fees and expenses)* | 0.27% |
5.82% | ||||
| * | As a percentage of underlying fund assets, as of December 31, 2025. Fund fees and expenses vary over time. | |||||
| RISKS | LOCATION
IN PROSPECTUS | |
| Risk of Loss | You can lose money by investing in the policy. | Principal Risks of Investment in the Policy |
| Not a Short-Term Investment | ● A policy is not a short-term investment and is not appropriate for an investor who needs ready access to cash.
● We may apply a surrender charge with respect to any surrender you make from the policy.
● A surrender may also reduce your policy’s face amount and death benefit, and may have adverse tax consequences.
● You can avoid surrender charges and such possible adverse tax consequences by holding your policy for the long-term and minimizing surrenders.
● Tax deferral generally is more beneficial to investors with a long time horizon. |
Principal Risks of Investment in the Policy; Charges and Deductions; Federal Tax Considerations |
| 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 (as well as the GIA) has its own unique risks.
● You should review the investment options before making an investment decision. |
Principal Risks of Investment in the Policy; The Guaranteed Interest Account; Appendix A: Investment Options Available Under The Policy |
| Insurance Company Risks | An investment in the policy is subject to the risks related to Nassau Life, including that any obligations (including under the GIA), guarantees, or benefits are subject to the claims-paying ability of Nassau Life. More information about Nassau Life, including its financial strength ratings, is available upon request by calling toll-free at 1-800-541-0171. | Nassau Life Insurance Company |
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| RISKS | LOCATION
IN PROSPECTUS | |
| Contract Lapse | Your policy will remain in force only as long as the cash surrender value is enough to pay the monthly charges incurred under the policy. If the cash surrender value is no longer enough to pay the monthly charges, the policy will lapse, or end. Factors that may cause your policy to lapse include: insufficient premium payments, poor investment performance, surrenders, and unpaid loans or loan interest. To prevent your policy from lapsing, you must during the grace period pay an amount equal to three times the required monthly deduction plus any other amount due. The death benefit will not be paid if the policy has lapsed. | Lapse and Reinstatement |
| RESTRICTIONS | LOCATION
IN PROSPECTUS | |
| Investments | If you choose to participate in an asset allocation program or strategic program, the assets you have dedicated to the program will be limited by the terms of the program.
We do not permit transfers of less than $500 unless either (a) the entire balance in the investment option or the Guaranteed Interest Account is being transferred or (b) the transfer is part of a Systematic Transfer Program.
Transfers out of the Guaranteed Interest Account are limited to one transfer per year. The amount you may transfer out of the Guaranteed Interest Account is limited based on a schedule described later in this Prospectus.
We reserve the right to reject or restrict transfers if we determine the transfers reflect frequent trading or a market timing strategy, or we are required to reject or restrict the transfer by the applicable fund.
Nassau Life reserves the right to remove or substitute funds as investment options that are available under the policy.
The availability of investment options (including the Guaranteed Interest Account) may vary depending on the broker-dealer through which your policy was purchased. |
Additional Programs – Asset Allocation and Strategic Programs; Transfer of Policy Value; Nassau Life Insurance Company; Appendix B: Financial Intermediary Variations |
| Optional Benefits | We offer several optional riders under the policy. The insurance features added by these riders include waiver of premium in the event of total disability and payment of an additional death benefit in the event of accidental death.
Except as otherwise provided, an optional benefit 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. |
Optional Insurance Benefits; 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 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. |
Federal Income Tax Considerations |
| 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”). Nassau Life may also pay for sales and distribution expenses out of any payments we or the principal underwriter of the contracts 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. |
Principal Underwriter |
| 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. | Principal Underwriter |
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The policy is a variable life insurance policy. 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 and/or fully surrender the policy at any time, the policy should not be viewed as a highly liquid investment. In that regard, surrenders taken in the near term can result in you being assessed a surrender charge, which can be a significant amount, in addition to applicable income taxes and tax penalties. Failure to hold the policy for the long-term also would mean that you lose the opportunity for the performance of your chosen investment options to grow on a tax-deferred basis. Thus, the policy’s features are appropriate for an investor who does not have significant liquidity needs with respect to money dedicated to the policy and has a long investment horizon. The policy is not intended for those who intend to engage in frequent trading among the investment options within the separate account.
The policy is a flexible premium policy, under which you have flexibility in terms of the amount and timing of the premium payments you make. The only premiums you must pay are the issue premium and any payments that may be required to prevent policy lapse. You should consult your registered representative to discuss how much premium you should allocate to the policy. The amount of premium you should allocate to the policy can differ depending on what your insurance and financial needs are. If you are buying the policy purely for death benefit protection, you should carefully consider the advantages and disadvantages of choosing to allocate more premium than needed to keep the policy in force under death benefit option 1.
Death Benefits
The policy is, first and foremost, a life insurance policy. While the policy remains in force we will pay a death benefit to your named beneficiary upon the death of the person insured under the policy. We no longer make new sales of the policy. When you applied for a policy, you chose a death benefit from these options:
| ● | Death Benefit Option 1 is equal to the greater of the policy’s face amount, or the minimum death benefit |
| ● | Death Benefit Option 2 equals the greater of the face amount plus the policy value, or the minimum death benefit |
You may change your death benefit option at any time. Death benefit option 1 applies if you do not choose an option.
The minimum death benefit is equal to the policy value, increased by a percentage taken from a table in the policy based on the policy year and the insured person’s age. Also available is the death benefit protection rider, an additional insurance option that you may purchase by paying specified premiums.
7
Loans and Surrenders
Generally, you may take loans against 90% of the policy’s cash surrender value, subject to certain conditions. We charge interest to your policy for outstanding loans. Loans can reduce the face amount and the death benefit under the policy. Loans also increase the risk that the policy will lapse.
You may partially surrender any part of the policy at any time. A partial surrender fee will apply and a separate surrender charge may also be imposed. Partial surrenders may reduce the face amount and the death benefit under the policy. Partial surrenders also increase the risk of lapse.
You may fully surrender this policy any time for its cash surrender value. A surrender charge may be imposed. The policy terminates upon full surrender.
For your protection, we require a signature guarantee for surrenders, partial surrenders, or loans over $100,000.
There may be tax consequences associated with loans, surrenders, and partial surrenders.
Investment Choices
You may select from one or more investment options and a Guaranteed Interest Account. Each investment option invests directly in a professionally managed fund. You may transfer policy value among any of the investment options and the Guaranteed Interest Account while continuing to defer current income taxes.
Additional information about each underlying fund offered within the separate account is provided in Appendix A to this prospectus, entitled “Investment Options Available Under the Policy.”
Asset Allocation and Strategic Programs
You may also elect an asset allocation or strategic program through which to allocate your premiums and policy value. Participation in a program is optional. Although we may offer other programs in the future, whether those programs will be made available to both current and prospective policy owners will be determined at the sole discretion of Nassau Life. For more information on the programs, refer to the section on “Asset Allocation and Strategic Programs.”
Optional Insurance Benefits
The following benefits may be available to you by rider:
| ● | Disability Waiver of Specified Premium |
| ● | Accidental Death Benefit |
| ● | Death Benefit Protection |
| ● | Face Amount of Insurance Increase |
| ● | Whole Life Exchange Option (not available after January 27, 2003) |
| ● | Purchase Protection Plan |
| ● | Living Benefits |
Availability of these riders depends upon state approval and may involve extra cost.
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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 that 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 | Amount Deducted |
| Premium Tax Charge | Upon payment of premium | 2.25% of each premium. |
| Issue Expense Charge | 1/12th of the fee is deducted on each of the first 12 monthly calculation days. | $1501 |
| Surrender Charge | Upon full surrender or lapse occurring during the first ten policy years. | Maximum is 0.50% of policy face amount plus 30.00% of premiums paid.2 |
| Partial Surrender Charge | Upon partial surrender or a decrease in the policy face amount occurring during the first ten policy years. | For a partial surrender:
The charge that would apply upon a full surrender multiplied by the partial surrender amount divided by the result of subtracting the full surrender charge from the policy value.
For a decrease in face amount:
The charge that would apply upon a full surrender multiplied by the decrease in face amount divided by the face amount prior to the decrease.
|
| Partial Surrender Fee | Upon partial surrender. | 2.00% of surrender amount up to a maximum of $25 per surrender. |
| Transfer Charge | Upon transfer. | $10 per transfer after the first two transfers in any given policy year.3 |
| 1 | The Issue Expense Charge is $12.50 per month for the first 12 policy months. |
| 2 | The surrender charge begins to decrease after five policy years, and becomes zero after ten policy years. We will provide your surrender charges before we issue your policy. We describe this charge in more detail in the “Charges and Deductions” section. |
| 3 | At present, we do not charge for transfers between investment options, but we reserve the right to charge up to $10 per transfer after the first two transfers in any given policy year. |
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The next table describes the fees and expenses that you will pay periodically during the time that you own the policy, not including underlying fund fees and expenses.
Periodic Charges Other than Annual Underlying Fund Expenses
| Charge | When Charge Is Deducted | Amount Deducted |
| Base Policy Charges | ||
| Cost of Insurance1 | On each monthly calculation day. | |
| Minimum and Maximum Charges | $0.02 - $83.33 per $1,000 of amount at risk2 each month. | |
| Example for a male age 36 in the preferred nonsmoker class | We would charge $0.12560 per $1,000 of amount at risk2 per month. We will increase this charge as he ages. | |
| Administrative Charge | On each monthly calculation day. | $10 per month. |
| Mortality and Expense Risk Charge3 | Daily | 0.80% on an annual basis, of investments in the investment options. |
| Other Tax Charges | When we become liable for taxes. | We currently do not charge for taxes, however we reserve the right to impose a charge should we become liable for taxes in the future. Possible taxes would include state or federal income taxes on investment gains of the Separate Account and would be included in our calculation of investment option values, |
| Loan Interest Rate Charged6 | Interest accrues daily and is due on each policy anniversary. If not paid on that date, we will treat the accrued interest as another loan against the policy. | The maximum net cost to the policy value is 2.00% of the loan balance on an annual basis. |
| Optional Insurance Benefits | ||
| Death Benefit Protection Rider | On each monthly calculation day. | $0.01 per $1,000 of face amount per month. |
| Purchase Protection Plan Rider4 | On rider date, and on each monthly calculation day. | |
| Minimum and Maximum | $0.05 - $0.17 per unit5 purchased per month. | |
| Example for a male policy owner age 30 in the standard nonsmoker premium class | $0.12378 per unit5 purchased per month. | |
| Disability Waiver of Specified Premium Rider4 | On each monthly calculation day. | |
| Minimum and Maximum | $0.1899 - $0.6363 per $100 of premium waived per month. | |
| Example for a male age 35 in the preferred nonsmoker premium class | $0.23584 per $100 of premium waived per month. | |
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| Charge | When Charge Is Deducted | Amount Deducted |
| Optional Insurance Benefits | ||
| Accidental Death Benefit Rider4 | On each monthly calculation day. | |
| Minimum and Maximum | $0.064 - $0.273 per $1,000 of rider amount per month. | |
| Example for a male age 34 in the preferred nonsmoker premium class | $0.07206 per $1,000 of rider amount per month. | |
| Face amount of Insurance Increase Rider | 1/12th of the fee is deducted on each of the first 12 monthly calculation days following the rider date. | $150. |
| Living Benefits Rider | We do not charge for this rider.
|
We describe this rider later under “Optional Insurance Benefits”. |
| Whole Life Exchange Option Rider | We do not charge for this rider. | We describe this rider later under “Optional Insurance Benefits”. |
| 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. Before you purchase the policy, we will provide you personalized illustrations of your future benefits under the policy based upon the age and premium class of the person you wish to insure, the death benefit option, face amount, planned periodic premiums, and riders requested. |
| 2 | The amount at risk at any given time is the difference between the total death benefit we would pay and the policy value. |
| 3 | We do not deduct this charge from investments in the Guaranteed Interest Account. |
| 4 | The charge for this rider depends on age, gender, and risk classification at issue, but will not increase with age. The charge shown in the table may not be typical of the charges you will pay. Your policy’s specifications page will indicate the cost applicable to your policy. More detailed information concerning the cost of this benefit is available upon request. |
| 5 | Each unit allows you to purchase $1,000 face amount of insurance on each of the first two option dates defined in the rider, and $667 in face amount of insurance on each subsequent option date defined in the rider. |
| 6 | The maximum net cost to the policy is the difference between the rate we charge for the outstanding loan, and the rate we credit the loaned portion of the Guaranteed Interest Account, where we allocate policy value equal to the amount of the loan, as collateral. The net cost to the policy can be as low as 1.00% on an annual basis. For more information see “Charges and Deductions” and “Loans.” |
The next table 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.
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ANNUAL UNDERLYING FUND EXPENSES
| Minimum | Maximum | |||||||
Annual Underlying Fund Expenses (expenses that are deducted from underlying fund assets, including management fees, distribution and/or service (12b-1) fees, and other expenses)1 | 0.27 | % | 5.82 | % | ||||
| 1 | Underlying fund expenses are as of December 31, 2025. Expenses shown may change over time and may 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 Investment 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 underlying mutual 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.
Short-Term Investment Risk. The policy is not designed for short-term investing and is not appropriate for an investor who needs ready access to cash. The policy may be inappropriate for you if you do not have the financial ability to keep it in force for a substantial period of time. You should consider that surrender charges may apply during the first 10 policy years, and that a partial surrender charge is deducted from policy value upon a decrease in face amount. A surrender charge could significantly reduce the cash surrender value of your policy. It is possible that you could receive nothing if you surrender your policy, especially in the early policy years. You should also consider that tax deferral is generally more beneficial to investors with a long time horizon.
Fund Option (Subaccount) Risk. Amounts that you invest in the underlying mutual fund options (i.e., the subaccounts) are subject to the risk of poor investment performance. Generally, if the subaccounts 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 subaccount’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 subaccount. Even a subaccount investing in a money market fund may have negative returns, particularly due to the fees and charges deducted at the subaccount level. We do not promise that the funds will meet their investment objectives.
Risk of Lapse. Your policy will lapse without value if you fail to pay sufficient premiums. Death benefits will not be paid if the policy has lapsed. Insufficient premium payments, fees and expenses, poor investment performance, withdrawals, and unpaid loans or loan interest may cause the policy to lapse. If on any monthly calculation day the cash surrender value is less than the required monthly deduction, a grace period of 61 days will be allowed. Failure to pay the additional amount within the grace period will result in lapse of the policy, but not until 30 days has passed after we have mailed a written notice to you. Generally, if your policy lapses, it may not be reinstated.
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Surrender and Withdrawal Risk. You should carefully consider the risks associated with a surrender or partial withdrawal. A full surrender terminates the policy and all of its benefits and may be subject to substantial surrender charges. You may withdraw a portion of your cash surrender value provided there is sufficient remaining cash surrender value. However, withdrawals (also called partial surrenders) are subject to surrender charges and withdrawal processing fees and increase the risk of lapse (because they reduce your cash surrender value), and may reduce your policy’s death benefit. Surrenders and withdrawals may have tax negative consequences.
Transfer Risk. We reserve the right to limit transfers and deposits to the Guaranteed Interest Account to no more than $250,000 during any one week period. Transfers out of the Guaranteed Interest Account are limited to one transfer per year. The amount you may transfer out of the Guaranteed Interest Account is limited based on a schedule described later in this prospectus. Because of these restrictions on transferring out of GIA, you should realize that policy value you have allocated to GIA 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 mutual fund or we determine the transfers reflect disruptive trading. Minimum balance and minimum transfer limits apply. Thus, ownership of the policy involves certain restrictions on your ability to make transfers.
Face Amount Increase Risk. Face amount increases will increase the potential surrender charges and other charges under the policy.
Loan Risk. An outstanding policy loan will reduce the value of your policy and your death benefit and will increase your risk of lapse. A policy loan negatively impacts the value of your policy because the amount of any loan will be added to the loaned portion of the Guaranteed Interest Account and subtracted from the policy’s share of the investment options or the nonloaned portion of the Guaranteed Interest Account. The amount held as collateral for the loan in the Guaranteed Interest Account will be credited with a specified minimum interest rate, but will not receive any higher current interest rate that might otherwise be credited. A policy loan negatively impacts your death benefit because we reduce the amount we pay on death by any outstanding loan amount. (Under Death Benefit Option 1, however, outstanding policy loans do not reduce the policy’s gross death benefit, because the policy value is exclusive of the gross death benefit amount). A policy loan increases the risk of lapse because a loan and loan interest reduce your cash surrender value, and your policy will lapse if your cash surrender value is insufficient to cover the policy’s monthly deduction or amounts due on an outstanding loan. A loan may have negative tax consequences. If you surrender the policy or allow it to lapse while a policy loan is outstanding, the amount of the loan, to the extent it has not previously been taxed, will be added to any amount you receive and taxed accordingly.
Guaranteed Interest Account Risk. We guarantee that we will credit interest to amounts allocated to the Guaranteed Interest Account. Subject to minimum guaranteed effective annual interest rates, we determine interest rates in our sole discretion. You assume the risk that an interest rate may not exceed the minimum guaranteed effective annual interest rate.
Tax Risk. In order to qualify as a life insurance contract for federal income tax purposes and to receive the tax treatment normally accorded life insurance contracts under federal tax law, a policy must satisfy certain requirements which are set forth in the Internal Revenue Code of 1986, as amended (the “Code”). Guidance as to how these requirements are to be applied is limited. Nevertheless, we believe that a policy issued on the basis of a standard rate class should satisfy the applicable requirements. If it is subsequently determined that a policy does not satisfy the applicable requirements, we may take appropriate steps to bring the policy into compliance with such requirements and we reserve the right to restrict policy transactions in order to do so.
There is less guidance with respect to policies issued on a substandard basis (i.e., a rate class involving a higher than standard mortality risk), and it is not clear whether such a policy would in all cases satisfy the applicable requirements, particularly if the owner pays the full amount of premiums permitted under the policy. Assuming that a policy qualifies as a life insurance contract for federal income tax purposes, you should not be deemed to be in constructive receipt of policy value under a policy until there is a distribution from the policy. Moreover, death benefits payable under a policy should be excludible from the gross income of the beneficiary. As a result, the beneficiary generally should not have to pay U.S. federal income tax on the death benefit, although other taxes, such as estate taxes, may apply.
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In general, depending on the total amount of premiums you pay, the policy may be treated as a modified endowment contract (“MEC”) under federal tax laws. If a policy is treated as a MEC, then surrenders, withdrawals, and loans (including loans secured by collateral assignment) under the policy will be taxable as ordinary income to the extent there are earnings in the policy. In addition, a 10% additional income tax may be imposed on surrenders, withdrawals, and loans taken before you attain age 59½. If the policy is not a MEC, distributions generally will be treated first as a return of basis or investment in the contract and then as taxable income. Moreover, loans will generally not be treated as distributions. Finally, neither distributions nor loans from a policy that is not a MEC are subject to the 10% additional income tax. We will monitor policies and will attempt to notify an owner on a timely basis if his or her policy is in jeopardy of becoming a MEC.
Surrenders are generally taxable to the extent of any earnings in the contract, and prior to age 59 ½ 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.
See “Federal Income Tax Considerations”. You should consult a qualified tax advisor for assistance in all policy-related tax matters.
Risk of Increase in Current Fees and Charges. Certain fees and charges are currently assessed at less than their maximum levels. We may increase these current charges in the future, up to their guaranteed maximum levels. If fees and charges are increased, you may need to increase the amount and/or frequency of premiums to keep the policy in force and avoid lapse.
Financial Strength and Claims-Paying Ability Risk. All guarantees under the policy that are paid from our general account, including amounts allocated to the Guaranteed Interest Accounts, are subject to our financial strength and claims-paying ability. If we experience financial distress, we may not be able to meet our obligations to
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.
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Nassau Life, with its home office at One American Row, Hartford, Connecticut 06102, is a stock life insurance company organized under the laws of the State of New York. Nassau Life 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 Nassau Life is located at 15 Tech Valley Drive, East Greenbush, New York 12061.
Nassau Life is part of Nassau Financial Group L.P. (the “Nassau Group”). Nassau Life has been operating as an insurance company since 1851. It was acquired by the Nassau Group in 2016. Other affiliates of Nassau Life include 1851 Securities, Inc. (or hereafter “1851”), which is the principal underwriter for the policies, and the Nassau Companies of New York, which will provide administrative services for the policies.
You should send any transaction request (e.g., premium payments) to our Customer Service Office (see the Glossary for the address). Transaction requests received in good order (i.e., in form and substance acceptable to us) at that address before the close of a given Valuation Date are priced based on the unit value as of the end of that Valuation Date. Transaction requests received in good order on or after the close of a Valuation Date, or on a day other than a Valuation Date, are priced based on the unit values in effect as of the end of the next Valuation Date. To meet our requirements for processing transactions, we may require that you use our forms.
Obligations under the policies are obligations of Nassau Life. You may make contributions to the Guaranteed Interest Accounts or “GIAs” which are supported by the assets in Nassau Life’s general account. Such contributions are not invested in the Separate Account. The GIAs are part of our general account (the “General Account”). The General Account supports all insurance and annuity obligations of Nassau Life and is made up of all of its general assets other than those allocated to any separate account such as the Separate Account. For more complete information, see the “Guaranteed Interest Accounts” section below.
We are obligated to pay all amounts promised to investors under the policy, subject to our financial strength and claims-paying ability.
Policy Guarantees
Any guarantee under the policy, such as interest credited to the GIA or any guarantee provided by a rider are paid from our General Account. Therefore, any amounts that we may pay under the policy as part of a guarantee are subject to our long-term ability to make such payments. The assets of the Separate Account are available to cover the liabilities of our General Account to the extent that the Separate Account assets exceed the Separate Account liabilities arising under the policies supported by it. Under New York law, insurance companies are required to hold a specified amount of reserves in order to meet the contractual obligations of their general account to policy owners. State insurance regulators also require insurance companies to maintain a minimum amount of capital, which acts as a cushion in the event that the insurer suffers a financial impairment, based on the inherent risks in the insurer’s operations. These risks include those associated with losses that an insurer could incur as the result of its own investment of its general account assets, which could include bonds, mortgages, general real estate investments, and stocks.
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Nassau Life Variable Universal Life Account
Phoenix Life Insurance Company (which was renamed Nassau Life Insurance Company in 2018) established the Phoenix Life Variable Universal Life Account (“Separate Account”) as a separate account under New York insurance law on June 17, 1985. The Separate Account is now named the Nassau Life Variable Universal Life Account. The Separate Account is registered with the SEC as a unit investment trust under the Investment Company Act of 1940. The SEC does not supervise the management, investment practices or policies of the Separate Account or of the Company. Any guarantee under the policy where the amount of the guarantee exceeds the policy value in the Separate Account, such as potentially payment of a death benefit, payment under an optional rider, or payment of interest credited to the GIA is subject to our claims-paying ability and financial strength.
The Separate Account purchases shares in mutual funds called “underlying funds.” The Separate Account is divided into sections called “investment options”. There is a corresponding investment option for each underlying fund in which the Separate Account invests. You do not invest directly in the underlying funds. Instead, the policy value you allocate to the Separate Account purchases “units” of the Separate Account. The units are allocated to the investment options of your choice. Each time you buy units of the Separate Account, the Separate Account purchases shares of the corresponding underlying fund. The value of your units will vary. Please refer to “Policy Values” for more details on unit values and to “the Variable Investment Options” for more information about the funds.
Nassau Life does not guarantee the investment performance of the Separate Account or any of its investment options. The policy value allocated to the Separate Account depends on the investment performance of the underlying funds. As policy owner, you bear the full investment risk for all monies invested in the Separate Account. Nassau Life is obligated to pay all amounts contractually owed under the policies.
The Separate Account has several investment options with varying degrees of investment risk. You may make contributions to the Separate Account but you assume all of the investment risk for the policy value that you contribute and allocate to the Separate Account. Under New York law these Separate Account assets are segregated from our general account and all income, gains or losses, whether or not realized, credited to or charged against the amounts placed in the Separate Account reflect the Separate Account's own investment experience without regard to the other income, gains and losses from any other business or activity of the insurer. The assets of the Separate Account may not be used to pay liabilities arising out of any other business that an insurer conducts and as such are insulated from the creditors of the insurer. However, the assets in the Separate Account are attributable to more than one variable life insurance product that we sell. Therefore, although these assets are insulated from our creditors, they all may be used to support Separate Account obligations. To the extent that the assets in the Separate Account become deficient for any reason, we will transfer assets from our General Account to the extent they are available.
We reserve the right to add, remove, modify, or substitute underlying funds in which the Separate Account invests.
We may choose to include performance history of the investment options or the underlying funds in advertisements, sales literature or reports. Performance information about each investment option is based on past performance and is not an indication of future performance. Historical returns are usually calculated for one year, five years and ten years. If the investment option has not been in existence for at least one year, returns are calculated from inception of the investment option.
A valuation date is every day the NYSE is open for trading and Nassau Life is open for business. On each valuation date, the value of the Separate Account is determined at the close of the NYSE (normally 4:00 p.m. Eastern Time). Each Valuation Date closes at the same time as the NYSE.
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We legally own all fund shares held by the investment options; however, we vote those shares at shareholder meetings according to voting instructions we receive from policy owners with an interest in the investment options. We may decide to vote the shares in our own right should the law change to permit us to do so.
While your policy is in effect, you may provide us with voting instructions for each investment option in which you have an interest. We determine the number of votes you may cast by applying your percentage interest in an investment option to the total number of votes attributable to the investment option. When determining the number of votes, fractional shares will be recognized.
We will send you or, if permitted by law, make available electronically, proxy material, reports and other materials relevant to the investment options in which you have a voting interest. In order to vote you must complete the proxy form and return it with your voting instructions. You may also be able to vote your interest by telephone or over the Internet if such instructions are included in the proxy material. We will vote all of the shares we own on your behalf, in accordance with your instructions. We will vote the shares for which we do not receive instructions, and any other shares we own, in the same proportion as the shares for which we do receive instructions. This process may result in a small number of policyowners controlling the vote.
The Variable Investment Options
You choose the variable investment options to which you allocate your purchase payments. These variable investment options are investment options of the Separate Account. The investment options invest in the underlying funds. You are not investing directly in the underlying funds. Each underlying fund is a portfolio of an open-end management investment company that is registered with the SEC under the Investment Company Act of 1940. 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 underlying funds offered through this product were selected by the Company based on several criteria, including asset class coverage, the strength of the manager’s reputation and tenure, brand recognition, performance, recommendations of fund families or distributors, and/or the capability and qualification of each sponsoring investment firm. Another factor the Company considered was whether the underlying fund or an affiliate of the underlying fund would compensate the Company for providing administrative, marketing, and support services that would otherwise be provided by the underlying fund, the underlying fund’s investment advisor, or its distributor. The types of compensation paid to the Company by an underlying fund and/or its affiliate are discussed further in the section immediately below entitled “Administrative, Marketing and Support Service Fees”.
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The Company periodically reviews the selection of underlying funds offered through this product based on various criteria, including (but not limited to) the criteria described above. Upon review, the Company may add new underlying funds or, subject to applicable law, remove underlying funds. The Company may also restrict allocation of additional premium payments or transfers to an underlying fund if the Company determines the underlying fund no longer meets one or more criteria and/or if the underlying fund has not attracted significant contract owner assets. The Company’s decision whether to add, remove, or restrict an underlying fund may be influenced by whether, and the extent to which, the underlying fund makes payments to the Company.
In addition, if any of the underlying funds become unavailable for allocating premium payments, or if we believe that further investment in an underlying fund is inappropriate for the purposes of the policy, we may substitute shares of another underlying fund for those held by the affected investment option. However, we will not make any substitutions without notifying you and obtaining any state and SEC approval, if necessary. From time to time we may make new investment options available.
Each underlying fund and the associated investment option of the Separate Account is subject to market fluctuations and has varying degrees of risk and there can be no assurance that any investment option or underlying fund 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 the Appendix to this prospectus. See Appendix A: Investment Options Available Under the Policy. Each underlying fund has issued a prospectus that contains more detailed information about the fund. You can obtain this information at no cost by calling 1-800-541-0171 or by going to our website at https://nassau.onlineprospectus.net/Nassau/Products/index.html. You can also send an email request to [email protected].
Administrative, Marketing and Support Service Fees
The Company and/or the principal underwriter for the policy have entered into agreements with the investment advisor, subadvisor, distributor, and/or affiliated companies of most of the underlying funds under which the Company and the principal underwriter for the policies receive payments. These agreements compensate the Company and the principal underwriter for the policies for providing certain administrative, marketing, or other support services to the underlying funds. Proceeds of these payments may be used for any corporate purpose, including payment of expenses that the Company and/or the principal underwriter for the policies incur in promoting, issuing, distributing and administering the policies. As stated previously, such payments are a factor in choosing which funds to offer in the Company’s variable products. These payments may be significant and the Company and its affiliates may profit from them.
The payments are generally based on a percentage of the average assets of each underlying fund allocated to the variable investment options under the policy or other contracts offered by the Company. The amount of the fee that an underlying fund and its affiliates pay the Company and/or the Company’s affiliates is negotiated and varies with each underlying fund. Aggregate fees relating to the different underlying funds may be as much as 0.40% of the average net assets of an underlying fund attributable to the relevant contracts. A portion of these payments may come from revenue derived from the Distribution and/or Service Fees (12b-1 fees) that are paid by an underlying fund out of its assets as part of its Total Annual Operating Expenses and is not paid directly from the assets of your variable insurance policy.
These payments reflect in part the administrative service expense savings derived by the funds by having a sole shareholder rather than multiple shareholders in connection with the Separate Account’s investments in the funds.
These administrative services may include, but are not limited to, providing information about the funds from time to time, answering questions concerning the funds, including questions respecting variable policy owners’ interests in one or more of the funds, distributing, printing, and mailing of: the underlying funds’ prospectus and any applicable supplement; annual and semi-annual reports; proxy materials (including tabulating and transmitting proxies executed by or on behalf of variable policy owners); electronic and teleservicing support in connection with the funds; maintenance of investor records reflecting shares purchased, redeemed, transferred and share balances, and conveyance of that information to the fund.
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The Guaranteed Interest Account
In addition to the Separate Account, you may allocate premiums or transfer values to the Guaranteed Interest Account. Amounts you allocate to the Guaranteed Interest Account are deposited in our General Account. You do not share in the investment experience of our General Account. Rather, we guarantee a minimum rate of return on the allocated amounts. Although we are not obligated to credit interest at a higher rate than the minimum, we will credit any excess interest as determined by us based on expected investment yield information.
We reserve the right to limit total deposits and transfers to the Guaranteed Interest Account to no more than $250,000 during any one-week period per policy.
You may make transfers into the Guaranteed Interest Account at any time. In general, you may make only one transfer per year from the Guaranteed Interest Account. The amount that can be transferred out is limited to the greatest of $1,000 or 25% of the policy value in the Guaranteed Interest Account as of the date of the transfer. You may transfer the total value out of the Guaranteed Interest Account to one or more of the investment options over a consecutive 4-year period according to the following schedule:
| ● First Year: | 25% of the total value |
| ● Second Year: | 33% of remaining value |
| ● Third Year: | 50% of remaining value |
| ● Fourth Year: | 100% of remaining value |
Transfers from the Guaranteed Interest Account may also be subject to other rules as described in this prospectus.
We have not registered interests in our General Account under the Securities Act of 1933, nor have we registered our General Account as an investment company under the Investment Company Act of 1940, as amended. Therefore, neither the General Account nor any of its interests are subject to these Acts. These disclosures are, however, be subject to certain provisions of the federal securities law regarding accuracy and completeness of statements made in this prospectus.
Charges are deducted in connection with the policy to compensate us for:
| ● | our expenses in selling the policy; |
| ● | underwriting and issuing the policy; |
| ● | premium and federal taxes incurred on premiums received; |
| ● | providing the insurance benefits set forth in the policy; and |
| ● | assuming certain risks in connection with the policy. |
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The nature and amount of these charges are more fully described in sections below.
When we issue policies under group or sponsored arrangements, we may reduce or eliminate the:
| ● | issue expense charge; and/or |
| ● | surrender charge. |
Sales to a group or through sponsored arrangement often result in lower per policy costs and often involve a greater stability of premiums paid into the policies. Under such circumstances, Nassau Life tries to pass these savings on to the purchasers. The amount of reduction will be determined on a case-by-case basis and will reflect the cost reduction we expect as a result of these group or sponsored sales.
Certain charges are deducted only once, others are deducted periodically, while certain others are deducted only if certain events occur.
Charges Deducted from Premium Payments
Premium Tax Charge
Various states (and counties and cities) impose a tax on premiums received by insurance companies. Premium taxes vary from state to state. Currently, these taxes range from 0.5% to 3.5% of premiums paid. Moreover, certain municipalities also impose taxes on premiums paid, in addition to the state taxes imposed. The premium tax charge represents an amount we consider necessary to pay all premium taxes imposed by these taxing authorities, and we do not expect to derive a profit from this charge. These charges are deducted from each premium payment.
Monthly Charges
We make monthly deductions on each monthly calculation day. The amount we deduct is allocated among investment options and the nonloaned portion of the Guaranteed Interest Account based on your specified allocation schedule.
You will select this schedule in your application, and you can change it later. If the amount allocated to an investment option or the nonloaned portion of the Guaranteed Interest Account is less than the amount to be deducted, unless we agree otherwise, we will proportionally increase the deduction from the other investment options or Guaranteed Interest Account.
| ● | Issue Expense Charge. This charge helps us pay the underwriting and start-up expenses we incur when we issue a policy. We charge $3 per thousand with a maximum charge of $150. We deduct this charge in twelve equal installments for the year following policy issue or a face amount increase. Any unpaid balance of the issue expense charge will be paid to Nassau Life upon policy lapse or termination. |
| ● | Administrative Charge. This charge covers the cost of daily administration, monthly processing, updating daily values and for annual/quarterly statements. We guarantee this charge will never exceed $10 per month. |
| ● | Cost of Insurance. We determine this charge by multiplying the appropriate cost of insurance rate by the amount at risk. The amount at risk is the difference between your policy’s death benefit and your policy value. We generally base our rates on the insured person’s gender, attained age, and risk class. We also consider the duration, or how long the policy has been in force. We are not permitted to consider gender as a factor in some states and under certain qualified plans. We base the current monthly cost of insurance charge on what we expect our future mortality experiences will be. Charges will not exceed the guaranteed cost of insurance rates set forth in your policy. The guaranteed maximum rates are equal to 100% of the 1980 Commissioners’ Standard Ordinary Mortality Table, adjusted for risk classifications. We will apply any change in our cost of insurance rates uniformly to all persons of the same gender, insurance age and risk class whose policies have been in force for the same length of time. |
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We currently insure each life as either a standard risk class or a risk class involving a higher mortality risk. We determine your risk class based on your health and the medical information you provide. A life in the standard risk classes will have a lower cost of insurance for an otherwise identical policy, than a life in a higher mortality risk class. A nonsmoker will generally incur a lower cost of insurance than a similarly situated smoker.
| ● | Cost of Optional Insurance Benefits. Certain policy riders require the payment of additional premiums to pay for the benefit provided by the rider. These options are available if approved in your state. |
Two riders are available at no charge with every Flex Edge policy:
| ● | Living Benefits Rider. This rider allows, in the event of terminal illness of the insured, an accelerated payment of up to 75% of the policy’s death benefit, to a maximum of $250,000, with the provision that a minimum of $10,000 face amount remain on the policy thereafter. |
| ● | Whole Life Exchange Option Rider. This rider permits you to exchange the policy for a fixed benefit whole life policy at the later of age 65 and policy year 15. This Rider is no longer available. |
We charge for providing benefits under the following riders:
| ● | Disability Waiver of Specified Premium Rider. Charges will vary based on issue age, risk classification, face amount, and the specified monthly benefit amount. We also offer this rider with substandard ratings of 150% and 200%. We insure people from age five through 60 under this rider and terminate the rider when the insured person reaches age 65. |
| ● | Accidental Death Benefit Rider. Charges vary based on age, sex and risk classification, and amount of additional death benefit. |
| ● | Death Benefit Protection Rider. Charge is based upon the face amount. |
| ● | Purchase Protection Plan Rider. The monthly charge for this rider is level, and varies by issue age (not based on gender or risk classification). The maximum number of PPP units allowed varies with issue age and cannot be more than twice the initial base face amount in thousands. This rider is available to those we insure up to age 37. (If you participate in the Purchase Protection Plan rider, the value of your rider benefit is measured in terms of Purchase Protection Plan units. Each PPP unit entitles the holder of the rider to purchase $1000 face amount of insurance on each of the first two option dates specified in the rider and to purchase $667 in face amount of insurance on each subsequent option date defined in the rider). |
| ● | Face Amount of Insurance Increase Rider. Charge is based upon the face amount. |
We deduct a percentage each business day from every investment option. This deduction is reflected in each investment option’s daily value.
| ● | Mortality and Expense Risk Charge |
| We assume a mortality risk that, as a whole, the lives we insure may be shorter than we expected. We would then pay greater total death benefits than we had expected. |
| We assume an expense risk that expenses we incur in issuing and maintaining the policies may exceed the administrative charges expected for the policies. |
| We also assume other risks associated with issuing the policies, such as incurring greater than expected costs due to policy loans. |
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| If our expenses do not exceed the charges, or if our mortality projections prove to be accurate, we may profit from this charge. We may use profits from this charge for any proper purpose, including the payment of sales expenses or any other expenses that may exceed income in a given year. |
| We will deduct this charge only from your investments in the Separate Account. We do not make any deduction for this charge from policy value allocated to the Guaranteed Interest Account. |
| We charge a maximum mortality and expense charge of .80% of your policy value allocated to the investment options, on an annualized basis. |
| Loans can reduce the policy’s death benefit. We deduct the amount of any outstanding loans plus any accrued loan interest before we calculate the death benefit. |
These are other charges that are imposed only if certain events occur.
| ● | Surrender Charge. During the first ten policy years, there is a difference between the amount of policy value and the amount of cash surrender value of the policy. This difference is the surrender charge, which is a contingent deferred sales charge. The surrender charge is designed to recover the expense of distributing policies that are terminated before distribution expenses have been recouped from revenue generated by these policies. These are contingent charges because they are paid from the policy value only if the policy is surrendered (or the face amount is reduced or the policy lapses) during this period. Surrender charges are generally level for the first 5 policy years. Thereafter, the surrender charge decreases each year until the 10th policy year at which point the charge declines to 0. In policy years one through ten, the full surrender charge as described below will apply if you either surrender the policy for its cash surrender value or permit the policy to lapse. The applicable surrender charge in any policy month is the full surrender charge minus any surrender charges previously paid. There is no surrender charge after the 10th policy year. During the first ten policy years, the maximum surrender charge that you can pay while you own the policy is equal to either A + B (defined below) or the amount shown in the table. |
| A is equal to: |
| 1) | 30% of all premiums paid (up to and including the amount stated on the schedule page of your policy, which is calculated according to a formula contained in an SEC rule); plus |
| 2) | 10% of all premiums paid in excess of the amount determined under #1 above but not greater than twice that amount: plus |
| 3) | 9% of all premiums paid in excess of twice the amount determined under #1 above. |
B is equal to $5 per $1000 of initial face amount.
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The following table is an example of the duration of the surrender charge period for a male age 35, nonsmoker, utilizing a policy face amount of $100,000.
| Maximum Surrender Charge Table | |||||||||||
| Policy Month | Surrender Charge | Policy Month | Surrender Charge | ||||||||
| 1-60 | $ | 1029.22 | 91 | $ | 672.70 | ||||||
| 61 | 1018.93 | 92 | 657.06 | ||||||||
| 62 | 1008.64 | 93 | 641.41 | ||||||||
| 63 | 998.35 | 94 | 625.77 | ||||||||
| 64 | 988.06 | 95 | 610.12 | ||||||||
| 65 | 977.76 | 96 | 594.48 | ||||||||
| 66 | 967.47 | 97 | 578.84 | ||||||||
| 67 | 957.18 | 98 | 563.19 | ||||||||
| 68 | 946.89 | 99 | 547.55 | ||||||||
| 69 | 936.59 | 100 | 531.90 | ||||||||
| 70 | 926.30 | 101 | 516.26 | ||||||||
| 71 | 916.01 | 102 | 500.61 | ||||||||
| 72 | 905.72 | 103 | 484.97 | ||||||||
| 73 | 895.43 | 104 | 469.33 | ||||||||
| 74 | 885.13 | 105 | 453.68 | ||||||||
| 75 | 874.84 | 106 | 438.04 | ||||||||
| 76 | 864.55 | 107 | 422.39 | ||||||||
| 77 | 854.26 | 108 | 406.75 | ||||||||
| 78 | 843.96 | 109 | 372.85 | ||||||||
| 79 | 833.67 | 110 | 338.96 | ||||||||
| 80 | 823.38 | 111 | 305.06 | ||||||||
| 81 | 813.09 | 112 | 271.17 | ||||||||
| 82 | 802.80 | 113 | 237.27 | ||||||||
| 83 | 792.50 | 114 | 203.37 | ||||||||
| 84 | 782.21 | 115 | 169.48 | ||||||||
| 85 | 766.57 | 116 | 135.58 | ||||||||
| 86 | 750.92 | 117 | 101.69 | ||||||||
| 87 | 735.28 | 118 | 67.79 | ||||||||
| 88 | 719.63 | 119 | 33.90 | ||||||||
| 89 | 703.99 | 120 | .00 | ||||||||
| 90 | 688.35 | ||||||||||
We may reduce the surrender charge for policies issued under group or sponsored arrangements. The amounts of reductions will be considered on a case-by-case basis and will reflect the reduced costs to Nassau Life expected as a result of sales to a particular group or sponsored arrangements.
| ● | Partial Surrender Fee. In the case of a partial surrender, an additional fee is imposed. This fee is equal to 2% of the amount withdrawn but not more than $25. It is intended to recover the actual costs of processing the partial surrender request and will be deducted from each investment option and Guaranteed Interest Account in the same proportion as the withdrawal is allocated. If no allocation is made at the time of the request for the partial surrender, withdrawal allocation will be made in the same manner as are monthly deductions. |
| ● | Partial Surrender Charge. If less than all of the policy is surrendered, the amount withdrawn is a “partial surrender.” A charge is deducted from the policy value upon a partial surrender of the policy made during the first ten policy years. This charge is equal to the charge that would apply upon a full surrender multiplied by the partial surrender amount divided by the result of subtracting the full surrender charge from the policy value. We withdraw this amount from the investment options and the Guaranteed Interest Account in the same proportion as for the withdrawal. |
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A partial surrender charge also is deducted from policy value upon a decrease in face amount. The charge is equal to the applicable surrender charge multiplied by a fraction equal to the decrease in face amount divided by the face amount of the policy prior to the decrease.
| ● | Transfer Charge. Currently we do not charge for transfers between investment options nor transfers to and from the GIA, however we reserve the right to charge up to $10 for each transfer in excess of two each calendar year. If we were to impose a transfer charge, it would be intended to recoup the cost of administering the transfer. |
| ● | Loan Interest Charged |
| We charge your policy for outstanding loans at the rates shown below. The rate we charge your policy is higher than the rate we credit the loaned portion of the Guaranteed Interest Account. We credit your policy 6% in all years. The difference is to compensate us for costs associated with administering the loans. |
| Loan Interest rate Charged: |
| ● Policy Years 1-10 (or insured’s age 65 if earlier): | 8% | |
| ● Policy Years 11+: | 7% |
Currently no charge is made to the Separate Account for federal income taxes that may be attributable to the Separate Account. We may, however, make such a charge in the future for these or any other taxes attributable to the Separate Account.
Charges deducted from, and expenses paid out of, the assets of the underlying funds are described in the prospectuses for the underlying funds.
The number of units credited to an investment option of the Separate Account will be determined by dividing the portion of the net premium applied to that variable investment option by the unit value of the investment option on the payment date. The manner in which unit values are calculated is set forth in the Statement of Additional Information, which is available free of charge.
You may increase or decrease the planned premium amount (within limits) or payment frequency at any time by writing to our Customer Service Office. We reserve the right to limit increases to such maximums as may be established from time to time. Additional premium payments may be made at any time. Each premium payment must at least equal $25 or, if made during a grace period, the payment must equal the amount needed to prevent lapse of the policy.
The policy and attached copy of the application are the entire contract. Only statements in the application can be used to void the policy. The statements are considered representations and not warranties. Only an executive officer of Nassau can agree to change or waive any provisions of the policy.
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Suicide
If the insured (or either of the insureds with respect to survivorship policies) commits suicide within two years after the policy’s date of issue, the policy will stop and become void. We will pay you the policy value adjusted by the addition of any monthly deductions and other fees and charges, minus any debt owed to us under the policy.
Incontestability
We cannot contest this policy or any attached rider after it has been in force during the insured’s (or either of the insureds with respect to survivorship policies) lifetime or for two years from the policy date. However, if the policy is reinstated or if there is any increase in face amount then the death benefit payable under the reinstated policy or the face amount increase may be limited if any insured commits suicide within certain time periods specified by state law, generally two years from the date that the policy was reinstated or a face amount increase was made.
Additionally, we may contest a policy for certain misstatements made in any application for reinstatement or for any face amount increase within the two year period following the reinstatement or face amount increase. If we contest the policy on this basis, we will only pay the sum of all monthly deductions taken under the policy for the contested face amount and any premium we required for the contested face amount, whichever is greater.
Also, if any insured’s age or gender was misstated in the application for reinstatement or face amount increase, we will adjust the amount of any death benefit as described in the policy. Upon adjustment, the death benefit will be the amount provided by the most recent monthly insurance charges using correct age and gender for the particular insured.
Misstatement of Age or Sex in the Application
If the age or sex of the insured (or either of the insureds with respect to survivorship policies) has been misstated, the death benefit will be adjusted based on what the cost of insurance charge for the most recent monthly deduction would have purchased based on the correct age and sex.
Owner
The owner is the person who applies for the policy and who will generally make the choices that determine how the policy operates while it is in force. When we use the terms “you” or “your,” in this prospectus, we are referring to the owner.
Insured
The insured is the person on whose life the policy is issued. You name the insured in the application for the policy. We will not issue a policy for an insured that is more than 75 years old. Before issuing a policy, we will require evidence that the insured is, in fact, insurable. This will usually require a medical examination.
Beneficiary
The beneficiary is the person you name in the application to receive any death benefit. You may name different classes of beneficiaries, such as primary and secondary. These classes will set the order of payment. Unless an irrevocable beneficiary has been named, you can change the beneficiary at any time before the insured dies by sending a written request to us. Generally, the change will take effect as of the date your request is signed.
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If no beneficiary is living when the insured dies, unless you have given us different instructions, we will pay you the death benefit. If you are deceased, it will be paid to your estate.
Maturity Date
Unless the policy has terminated, it will mature on its policy maturity date. Upon written request we will pay you the surrender value on that date in one sum, or you may direct that we apply the surrender value under any of the various payment options. See “Payment of Proceeds—Payment Options“ for additional information.
Assignment
The policy may be assigned. We will not be bound by the assignment until a written copy has been received and we will not be liable with respect to any payment made prior to receipt. We assume no responsibility for determining whether an assignment is valid.
We no longer make new sales of the policy. Thus, the discussion in this section regarding the procedures for making the initial purchase of a policy are those that applied to previous policy purchases, and are included here for reference purposes.
Underwriting Procedures
We base our rates on the insured person’s gender, attained age, and risk class. We may require certain medical information in order to determine the risk class of the person to be insured. We are not permitted to consider gender as a factor in some states and under certain qualified plans.
We will accept payment with your application and allocate the premium as described below. We may refuse to issue your policy within five business days, in which case we will provide a policy refund, as outlined below.
Eligible Purchasers
Any person up to the age of 75 is eligible to be insured under a newly purchased policy after providing suitable evidence of insurability. You can purchase a policy to insure the life of another person provided that you have an insurable interest, as defined under state law in that life. In certain situations written notice and consent, as defined by state laws and the Internal Revenue Code (“Code”), section 101(j), may need to be provided to and obtained from the proposed insured.
Premium Payments
The Flex Edge policy is a flexible premium variable universal life insurance policy. It has a death benefit, cash surrender value and a loan privilege as does a traditional fixed benefit whole life policy. The policy differs from a fixed benefit whole life policy, however, because you may allocate your premium into one or more of several investment options of the Separate Account or the Guaranteed Interest Account. Each investment option of the Separate Account, in turn, invests its assets exclusively in a portfolio of the funds. The policy value varies according to the investment performance of the series to which premiums have been allocated.
The minimum issue premium for a policy is generally 1/6 of the planned annual premium (an amount determined at the time of application) and is due on the policy date. We will not apply your initial premium payment before we approve you for coverage. If you submit the initial premium payment before we make a coverage determination, we will deposit your premium into a non-interest bearing account. The insured must be alive when the issue premium is paid. Thereafter, the amount and payment frequency of planned premiums are as shown on the schedule page of the policy. Subject to the limitations discussed in this section, the policy owner can change the planned premiums after providing written notice to our Customer Service Office. The issue premium payment should be delivered to your registered representative for forwarding to our Underwriting Department. Additional payments should be sent to our Customer Service Office.
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A number of factors concerning the person you insure and the policy features you desire will affect our required issue premium. The person’s age, gender and risk class can affect the issue premium, as can policy features such as face amount and added benefits. We will generally allocate the issue premium, less applicable charges, according to your instructions, on the valuation date we approve you for coverage assuming we have received your completed application in good order.
The policy will have a total premium limit determined by the Code Definition of Life Insurance. This limit is applied to the sum of all premiums paid under the policy. If the total premium limit is exceeded, the policy owner will receive the excess, with interest at an annual rate of not less than 4%, not later than 60 days after the end of the policy year in which the limit was exceeded. The policy value will then be adjusted to reflect the refund. To pay such refund, amounts taken from each investment option or the Guaranteed Interest Account will be done in the same manner as for monthly deductions. Such refund of excess premium will not be subject to a withdrawal charge. You may write to us and give us different instructions regarding the excess premium. The premium limit under the Code may be increased if additional premium is needed to prevent lapse or if we subsequently determine that additional premium would be permitted by federal laws or regulations. At all times, we may adjust the death benefit or refund excess premiums in order to ensure that the policy meets the definition of life insurance requirements of the Code.
We may delay the application of a subsequent premium payment if applying it would cause the policy to fail the definition of life insurance or become a Modified Endowment Contract (“MEC”), as defined in the Code; see discussion of MEC under Federal Income Taxes section. Generally, we will apply the portion of the subsequent premium payment that will not cause the policy to fail the definition of life insurance or become a MEC and we will refund the balance to you. However, if we receive a subsequent premium payment that will cause the policy to become a MEC within 20 days prior to the policy anniversary date, we will hold the portion of the subsequent premium payment that would cause MEC status. We will apply the remaining portion on the policy anniversary date when it can be applied without creating a MEC. If it is your intention to create a MEC or if you would like the portion of the premium payment that will create a MEC returned to you, you must notify us in writing within thirty days of the policy anniversary date. If you intend to create a MEC, you will be required to sign a form acknowledging that you understand the tax consequences of MEC status.
For policies in which a material change has impacted the MEC testing procedure, if the material change date no longer coincides with the policy anniversary, the procedure described above for holding payments may not apply.
We may issue some policies with a Temporary Money Market Allocation Amendment. Under this amendment we allocate the net issue premium and the net of other premiums paid during your right to cancel period to the money market investment option of the Separate Account. When your right to cancel expires we allocate the policy value among the investment options and/or the Guaranteed Interest Account according to your instructions. We may use the Temporary Money Market Allocation Amendment depending on the state of issue and under certain other circumstances.
We reduce premium payments by the premium tax charge before we apply them to your policy. We will apply this net premium among your chosen investment options. We will buy any investment option units at the investment option unit values next calculated after we receive the premium. We establish maximum premium limits and may change them from time to time. You may make additional premium payments at any time. The minimum premium payment during a grace period is the amount needed to prevent policy lapse. At all other times the minimum acceptable payment is $25.
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Minimum Face Amount
The minimum initial face amount required to purchase this policy is $100,000. After the first policy year, you may request an increase or decrease in the face amount of your policy. These requested increases and decreases are subject to certain requirements and limitations. See “Death Benefit,” “Requests for Increase in Face Amount,” and “Requests for Decrease in Face Amount” for more information.
Payment by Check
We may wait to credit your policy if you pay by check until your check has cleared your bank.
Automated Payments
You may elect to pay subsequent premiums by pre-authorized check. Under this service, we automatically deduct premiums each month from a bank account you designate. We will not send a bill for these automatic payments. Withdrawals from your bank account will be made on the 15th of each month. You may commence the pre-authorized check service at any time, unless your policy has entered its grace period.
You can discontinue this service by contacting our Customer Service Office (see Glossary for address). We must receive notification of account changes at our Customer Service Office (see Glossary for address) at least 30 days before the next draft date. Upon termination of this service, the premium payment frequency will be changed to the most frequent modal premium available under your policy. We may automatically switch you to quarterly billing if we are unable to obtain the premium payment from your bank account. We may discontinue this service with 30 days’ written notice to you.
Allocation of Premium
We will generally allocate the issue premium less applicable charges to the Separate Account or to the Guaranteed Interest Account upon receipt of a completed application, in accordance with the allocation instructions in the application for a policy. However, policies issued in certain states and policies issued in certain states pursuant to applications which state the policy is intended to replace existing insurance, are issued with a Temporary Money Market Allocation Amendment. Under this Amendment, we temporarily allocate the entire issue premium paid less applicable charges (along with any other premiums paid during your right to cancel period) to the money market investment option of the Separate Account and, at the expiration of the right to cancel period, the policy value of the money market investment option is allocated among the investment options of the Separate Account or to the Guaranteed Interest Account in accordance with the applicant’s allocation instructions in the application for insurance.
Premium payments received by us will be reduced by applicable state premium tax and by 1.50% for federal tax charge. The issue premium also will be reduced by the issue expense charge deducted in equal monthly installments over a 12-month period. Any unpaid balance of the issue expense charge will be paid to Nassau Life upon policy lapse or termination.
Premium payments received during a grace period, after deduction of state and any sales charge, will first be used to cover any monthly deductions during the grace period. Any balance will be applied on the payment date to the various investment options of the Separate Account or to the Guaranteed Interest Account, based on the premium allocation schedule elected in the application for the policy or by your most recent instructions. See “Transfer of Policy Value—Nonsystematic Transfers.”
Your current allocation instructions are what we will follow when determining how to allocate a premium payment we receive that lacks new allocation instructions in good order.
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Your Right to Cancel
State law provides a policy owner with a right to return and cancel the policy for a limited period, generally 10 days, following receipt of the policy. Should you elect to return your policy under your right to cancel, we will treat your policy as if we had never issued it.
The amount of premium refund you will receive depends on the law of the policy’s issue state. Depending on the law of the issue state, the refund will equal either:
| ● | the policy value on the date of cancellation; or |
| ● | the greater of (a) premium paid less certain amounts deducted from the policy or (b) policy value less any applicable surrender charges. |
For states that require the refund of policy value, we will return the sum of the following as of the date we receive the returned policy:
| ● | the current policy value less any debt; plus |
| ● | any monthly deductions and other charges made under the policy. |
For policies issued in states that require the full premium, less any amount surrendered or withdrawn to be refunded upon cancellation during the right to cancel period (“return of premium states”), and policies issued in certain states pursuant to applications which indicate that the policy is intended to replace existing insurance, if the policy has been issued with the Temporary Money Market Amendment, we temporarily allocate the entire issue premium paid less applicable charges (along with any other premiums paid during your right to cancel period) to the money market investment option of the Separate Account. At the expiration of the right to cancel period, the policy value of the money market investment option is allocated among the investment options of the Separate Account and to the Guaranteed Interest Accounts in accordance with your premium allocation instructions in effect.
These policies are no longer offered for new sales. With respect to prior sales of the policy, we retained the right to decline to process an application within seven days of our receipt of the completed application for insurance, and then would return the premium paid.
We may postpone payment of surrenders, partial withdrawals, policy loans or death benefits in certain cases including the following circumstances:
| ● | we may postpone for up to six months, payment for any transaction that depends on the value of the Guaranteed Interest Account; |
With respect to transactions involving the subaccounts, we may postpone payment if any of the following applies:
| ● | the 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. |
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Transfers also may be postponed under these circumstances.
Additionally, federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances require us to block a policy owner’s ability to make certain transactions and, as a result, we may refuse to accept requests for transfers, withdrawals, surrenders or death benefits until we are instructed by the appropriate regulator to allow such transactions. We may also be required to provide additional information about you and your policy to government regulators.
General
The death benefit under Option 1 equals the policy’s face amount on the date of the death of the insured or, if greater, the minimum death benefit on the date of death.
Under Option 2, the death benefit equals the policy’s face amount on the date of the death of the insured, plus the policy value or, if greater, the minimum death benefit on that date.
Under either option, the minimum death benefit is the policy value on the date of death of the insured increased by a percentage determined from a table contained in the policy. This percentage will be based on the insured’s attained age at the beginning of the policy year in which the death occurs. If no option is elected, Option 1 will apply. You can change your elected death benefit option prior to the date of death of the insured.
Loans can reduce the policy’s death benefit. We deduct the amount of any outstanding loans plus any accrued loan interest before we calculate the death benefit.
Because the minimum death benefit is equal to the policy value on the date of death of the insured, the death benefit amount can be affected by factors impacting the policy value generally, such as the investment performance of the funds and the deduction of policy charges from the policy value.
The death benefit under the policy becomes effective when you acquire the policy and elect a death benefit (or are placed by default in the Option 1 death benefit, if you have made no election). We pay death benefit proceeds within 7 calendar days after our receipt of due proof of death. Please see the Payment of Proceeds section below, for additional information about how death benefit proceeds can be paid.
Please see the following, as a hypothetical illustration of how each death benefit amount is determined:
Option 1: For example, if the policy’s face amount on the date of the insured’s death were $200,000 and the minimum death benefit were $250,000 (the policy value of $125,000 on the date of the insured’s death, increased by a percentage of 100%, as determined from a table in the policy), then the death benefit under Option 1 would be $250,000.
Option 2: For example, if the policy’s face amount on the date of the insured’s death were $200,000 and the minimum death benefit were $250,000 (the policy value of $125,000 on the date of the insured’s death, increased by a percentage of 100%, as determined from a table in the policy), then the death benefit under Option 2 would be $325,000 ($200,000 + $125,000).
Requests for Increase in Face Amount
Any time after the first policy anniversary, you may request an increase in the face amount of insurance provided under the policy. Requests for face amount increases must be made in writing, and we require additional evidence of insurability. The effective date of the increase generally will be the policy anniversary following approval of the increase. The increase may not be less than $25,000 and no increase will be permitted after the insured’s age 75. The charge for the increase is $3.00 per $1,000 of face amount increase requested subject to a maximum of $150. The maximum face amount is $5 million. No additional monthly administration charge will be assessed for face amount increase. We will deduct any charges associated with the increase (the increases in cost of insurance charges), from the policy value, whether or not you pay an additional premium in connection with the increase. The surrender charge applicable to the policy also will increase. At the time of the increase, the cash value must be sufficient to pay the monthly deduction on that date, or additional premiums will be paid on or before the effective date. Also, a new right to cancel period (see “Summary—Right to Cancel”) will be established for the amount of the increase.
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Partial Surrender and Decreases in Face Amount: Effect on Death Benefit
A partial surrender or a decrease in face amount generally decreases the death benefit. Upon a decrease in face amount or partial surrender, a partial surrender charge will be deducted from policy value based on the amount of the decrease or partial surrender. If the charge is related to a decrease in face amount, the death benefit under a policy would be reduced on the next monthly calculation day. If the charge is related to a partial surrender, the death benefit under a policy would be reduced immediately. A decrease in the death benefit may have certain income tax consequences. See “Federal Income Tax Considerations.”
Requests for Decrease in Face Amount
You may request a decrease in face amount at any time after the first policy year. Unless we agree otherwise, the decrease must be at least equal to $10,000 and face amount remaining after the decrease must be at least $25,000. All face amount decrease requests must be in writing and will be effective on the first monthly calculation day following the date we approve the request. A partial surrender charge will be deducted from the policy value based on the amount of the decrease. The charge will equal the applicable surrender charge that would apply to a full surrender multiplied by a fraction (which is equal to the decrease in face amount divided by the face amount of the policy before the decrease). A decrease in the death benefit may have federal income tax consequences.
Other Benefits Available Under the Policy
In addition to the standard death benefit(s) associated with your contract, 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 Optional |
Brief Description of Restrictions/Limitations | |
| Asset Allocation and Strategic Programs | Programs involving allocation of policy value to underlying funds designed to maximize returns and limit effects of market volatility for given level of risk tolerance | Standard | ● May participate in only one program at a time ● Programs may be discontinued or modified in the future | |
| Asset Rebalancing Program | Automatically rebalances selected investment options to maintain original percentage allocations | Standard | ● Cannot use while Dollar Cost Averaging Program in effect | |
Dollar Cost Averaging Program |
You can allocate initial or subsequent premium to one of the investment options or the | Standard | ● You must have at least $1,000 in the source account to begin a Dollar Cost Averaging Program |
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| Name of Benefit | Purpose | Is
Benefit Standard or Optional |
Brief Description of Restrictions/Limitations | |
| Guaranteed Interest Account (a “source account”) and periodically we will make transfers from the source account you designate to one or several of the available investment options. | ● Dollar Cost Averaging Program is not available if you invest through a bank draft program. (The bank draft program allows the customer to make premium payments through a direct transfer of funds from a bank account).
● Dollar Cost Averaging Program is not available while the Asset Rebalancing Program is in effect. | |||
| Death Benefit Protection Rider | Provides for a guaranteed amount of death benefit | Optional | ● Unless we agree otherwise, the initial face amount and the face amount remaining after any decrease must equal at least $50,000 and the minimum issue age of the insured must be 20. | |
| Purchase Protection Plan Rider | Allows you to purchase additional insurance protection without evidence of insurability | Optional | ● Future dates on which you may purchase additional insurance are predetermined | |
| Disability Waiver of Specified Premium Rider | Waives policy premium if insured is totally disabled and disability occurred while rider was in force | Optional | ● Rider can be elected only on the policy issue date. | |
| Accidental Death Benefit Rider | Pays additional death benefit if insured dies from bodily injury resulting from accident | Optional | ● Death must occur no later than 90 days after the injury | |
| Face amount of insurance increase Rider | Allows you to request an increase in face amount of insurance any time after first policy anniversary | Optional | ● Requires additional evidence of insurability ● No increase permitted after insured’s age 75 | |
| Living Benefits Rider | In the event of terminal illness of insured, makes an accelerated payment of up to 75% of policy’s death benefit | Optional | ● Maximum benefit of $250,000 ● Minimum face amount after accelerated benefit payment is $10,000 | |
| Whole Life Exchange Option Rider | Permits you to exchange policy for a fixed benefit whole life policy | Optional | ● Rider is no longer available |
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| Name of Benefit | Purpose | Is
Benefit Standard or Optional |
Brief Description of Restrictions/Limitations | |
| Policy loan | Loan feature allows you to take loans, using policy value as collateral | Optional | ● We deduct the amount of any outstanding loans plus any accrued loan interest before we calculate the death benefit. ● Amounts taken as a policy loan (a) do not participate in the performance of the variable investment options (b) may reduce the policy value, cash surrender value and death benefit (c) may increase the risk of lapse and (d) may have tax consequences. | |
You may elect additional benefits under a policy, and you may cancel these benefits at any time. A charge will be deducted monthly from the policy value for each additional rider benefit chosen except where noted below. More details will be included in the form of a rider to the policy if any of these benefits is chosen. The following benefits are currently available and additional riders may be available as described in the policy (if approved in your state).
| ● | Disability Waiver of Specified Premium Rider. We waive the specified premium if the insured becomes totally disabled and the disability continues for at least six months. Premiums will be waived to the policy anniversary nearest the insured’s 65th birthday (provided that the disability continues). If premiums have been waived continuously during the entire five years prior to such date, the waiver will continue beyond that date. The premium will be waived upon our receipt of notice that the Insured is totally disabled and that the disability occurred while the rider was in force. This Rider can only be elected on the Policy Issue date. For example, assume that the insured becomes totally disabled at age 63 and that the total disability is permanent. In that case, the specified premium will be waived from the beginning of total disability at age 63 until the policy anniversary nearest the insured’s 65th birthday, but will not be waived thereafter. |
| ● | Accidental Death Benefit Rider. An additional death benefit will be paid before the policy anniversary nearest the insured’s 75th birthday, if: |
| ● | the insured dies from bodily injury that results from a covered accident; and |
| ● | the insured dies no later than 90 days after injury. |
For example, if the insured gets into a serious accident at age 73 and dies two months after the accident, then the additional death benefit would be paid.
| ● | Death Benefit Protection Rider. The purchase of this rider provides that the death benefit will be guaranteed. The amount of the guaranteed death benefit is equal to the initial face amount, or the face amount that you may increase or decrease, provided that certain minimum premiums are paid. Unless we agree otherwise, the initial face amount and the face amount remaining after any decrease must at least equal $50,000 and the minimum issue age of the insured must be 20. Three death benefit guarantee periods are available. The minimum premium required to maintain the guaranteed death benefit is based on the length of the guarantee period as elected on the application. The three available guarantee periods are: |
| 1 | death benefit guaranteed until the later of the policy anniversary nearest the insured’s 70th birthday or policy year 7; |
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| 2 | death benefit guaranteed until the later of the policy anniversary nearest the insured’s 80th birthday or policy year 10; |
| 3 | death benefit guaranteed until the later of the policy anniversary nearest the insured’s 95th birthday. |
Death benefit guarantee periods 1 or 2 may be extended provided that the policy’s cash surrender value is sufficient and you pay the new minimum required premium.
For policies issued in New York, two guarantee periods are available:
| 1) | The policy anniversary nearest the Insured’s 75th birthday or the 10th policy year; or |
| 2) | The policy anniversary nearest the Insured’s 95th birthday. |
For example, assume that the policy is issued to a 60 year old insured outside New York with a $100,000 face amount, Death Benefit Protection Rider guarantee period #1 is elected, and there is no subsequent increase or decrease in the face amount. In that case, the death benefit is guaranteed at the initial face amount until the policy anniversary nearest the insured’s 70th birthday.
| ● | Face Amount of Insurance Increase Rider. Under the terms of this rider, any time after the first policy anniversary, you may request an increase in the face amount of insurance provided under the policy. Requests for face amount increases must be made in writing, and Nassau Life requires additional evidence of insurability. The effective date of the increase will generally be the policy anniversary following approval of the increase. The increase may not be less than $25,000 and no increase will be permitted after the insured’s age 75. The charge for the increase requested is subject to a maximum of $150. No additional monthly administration charge will be assessed for face amount increases. Nassau Life will deduct any charges associated with the increase (the increases in cost of insurance charges), from the policy value, whether or not the policyowner pays an additional premium in connection with the increase. At the time of the increase, the cash surrender value must be sufficient to pay the monthly deduction on that date, or additional premiums will be required to be paid on or before the effective date. Also, a new right to cancel period (see “Summary—Right to Cancel”) will be established for the amount of the increase. There is no charge for this rider. |
| For example, under this rider in the third policy anniversary you could request a $50,000 face amount increase prior to age 75 – which request would be subject to your providing evidence of insurability. |
| ● | Purchase Protection Plan Rider. Under this rider you may, at predetermined future dates, purchase additional insurance protection without evidence of insurability. |
| Under this rider, you can increase the face amount of the policy on one of the allowable dates set out in the rider, without presenting evidence of insurability. |
| ● | Living Benefits Rider. Under certain conditions, in the event of the terminal illness of the insured, an accelerated payment of up to 75% of the policy’s death benefit (up to a maximum of $250,000) is available. The minimum face amount of the policy after any such accelerated benefit payment is $10,000. There is no charge for this rider. This rider is automatically attached to the policy at issue. However, the rider is not available for qualified plans. |
| For example, assume that the policy death benefit is equal to the $100,000 face amount and that the insured becomes terminally ill. In that scenario, the insured could request an accelerated payment of up to $75,000. |
| ● | Whole Life Exchange Option Rider. This rider permits you to exchange the policy for a fixed benefit whole life policy at the later of age 65 or policy year 15. There is no charge for this option. This option is no longer available. |
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You may elect a systematic transfer program that we offer under the policy. We reserve the right to change, eliminate or add optional programs subject to applicable laws.
We base transfers under a Systematic Transfer Program on the investment option values next determined on the valuation date that we receive your transfer request in good order, or if that day is not a valuation date, on the next following valuation date. Except as described below, you may have only one program in effect at a time.
We do not charge for these programs.
Asset Rebalancing Program
Under this program, we transfer policy value among the investment options to match your chosen allocation percentages. You can choose to have us make these transfers monthly, quarterly, semiannually or annually. These transfers will occur on the date you specify (provided we receive the request in good order), unless the specified date falls on a holiday or weekend, in which case the transfers will occur on the next succeeding Business Day. If either of these dates fall on a holiday or weekend, then the transfer will occur on the next succeeding Business Day. We reserve the right to not permit transfers to or from the Guaranteed Interest Accounts. For example, if your selected percentages specified 20% of policy value allocated to the subaccount investing in underlying fund A, 70% of policy value allocated to the subaccount investing in underlying fund B, and 10% of policy value allocated to the subaccount investing in underlying fund C and investment performance caused those allocations to change, we would rebalance back to those percentages.
You may start or discontinue this program at any time by submitting a written request to our Customer Service Office (see Glossary for address). The Asset Rebalancing Program does not ensure a profit nor guarantee against a loss in a declining market. Except as described below, the Asset Rebalancing Program is not available while the Dollar Cost Averaging program is in effect. We do not charge for this program.
Dollar Cost Averaging Program
Under this program, you can allocate initial or subsequent premium to one of the investment options or the Guaranteed Interest Account (a “source account”) and periodically we will make transfers from the source account you designate to one or several of the available investment options (“target investment options”) You choose to make these transfers monthly, quarterly, semiannually or annually. The minimums you may transfer from the source account are:
| ● $25 monthly | ● $150 semiannually | |
| ● $75 quarterly | ● $300 annually | |
You must have at least $1,000 in the source account to begin a Dollar Cost Averaging Program. Should the value in the source account fall below the transfer amount, we will transfer the remaining balance and end the Program. Transfers must be made in approximately equal amounts over a minimum of six months. The Dollar Cost Averaging Program is not available if you invest through a bank draft program.
All transfers under the Dollar Cost Averaging Program will be processed on the date you specify (provided we receive the request in good order). If you do not specify a date, the transfer will be processed on the basis of values next determined after receipt of the transfer request in good order. If either of these dates fall on a holiday or weekend, then the transfer will occur on the next succeeding valuation date. For example, if you had $3600 in GIA, you could transfer $600 per month to your desired subaccounts until the $3600 had been transferred completely after 6 months
You may start or discontinue this program at any time by submitting a written request to our Customer Service Office (see Glossary for address). Dollar Cost Averaging does not ensure a profit nor guarantee against a loss in a declining market. The Dollar Cost Averaging Program is not available while the Asset Rebalancing Program is in effect. We do not charge for this program.
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You may elect any of the additional programs described below at no charge and at any time. We may discontinue, modify or amend these programs as well as offer new programs in the future.
Asset Allocation and Strategic Programs
Asset allocation and strategic programs (referred to as “programs” throughout this section) are intended to optimize the selection of investment options for a given level of risk tolerance, in order to attempt to maximize returns and limit the effects of market volatility. The programs reflect the philosophy that diversification among asset classes may help reduce volatility and boost returns over the long term. An asset class is a category of investments that have similar characteristics, such as stocks, or bonds. Within asset classes there are often further divisions. For example, there may be divisions according to the size of the issuer (large cap, mid cap, small cap) or type of issuer (government, corporate, municipal).
We currently offer the following programs: Franklin Templeton Founding Investment Strategy, Ibbotson Strategic Asset Allocation (closed to new investors effective June 22, 2009), and Morningstar Asset Allocation Series which are described below. For ease of reference, throughout this section of the prospectus, we refer to these asset allocation and strategic programs, simply as “programs”, and we refer to the asset allocation options available within the programs, as “options.” There is no additional charge for participating in these programs and options.
You may participate in only one program at a time. Subject to regulatory requirements and approvals, in the future we may modify or eliminate any existing program or option, or may offer other asset allocation services which, at our discretion, may be available to current and/or prospective policy owners. For the most current information on any program or option, please contact your registered representative.
Selecting a Program and Option
If you are interested in adding a program, consult with your registered representative to discuss your choices. For certain programs, a questionnaire may be used to help you and your registered representative assess your financial needs, investment time horizon, and risk tolerance. You should periodically review these factors to determine if you need to change programs or options. You may at any time switch your current program or option, as well as move to any modified or new programs or options the Company may make available. You may cancel your participation in a program at any time, and later re-enroll in a program, after first consulting with your registered representative and then contacting our Customer Service Office (see Glossary for address). If a program is eliminated, you will receive notice and you may choose, in consultation with your registered representative, among the other programs available at that time.
The following programs are currently available:
| ● | Franklin Templeton Founding Investment Strategy |
| Through the Franklin Templeton Founding Investment Strategy, premium payments and policy value are allocated to the three investment options as listed below. On a monthly basis, we will rebalance the policy value allocated to the three investment options back to the original allocation percentages in each investment option. |
| ● | Franklin Income VIP Fund—34% |
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| ● | Franklin Mutual Shares VIP Fund—33% |
| ● | Templeton Growth VIP Fund—33% |
| ● | Ibbotson Strategic Asset Allocation (Closed to new investors effective June 22, 2009) |
| Phoenix and Ibbotson Associates have developed five asset allocation options, each comprised of selected combinations of investment options. The options approved for use are: |
| ● | Conservative Portfolio |
| ● | Moderately Conservative Portfolio |
| ● | Moderate Portfolio |
| ● | Moderately Aggressive Portfolio |
| ● | Aggressive Portfolio |
On a periodic basis (typically annually), Ibbotson evaluates the options and updates them to respond to market conditions and to ensure style consistency. If you select one of the Ibbotson options, your premium payments (policy value for in force policies), however, will not be allocated in accordance with the updated options unless you specifically request that we do so.
If you elect to participate in the Ibbotson Strategic Asset Allocation program on and after September 10, 2007, on an annual basis we will reallocate the policy value allocated to the investment options included in the program so that, following this reallocation, the percentage in each investment option equals the percentage originally used for the program. We will make this reallocation effective on the valuation date immediately preceding each anniversary of your policy date for as long as the asset allocation program is in effect for your policy.
You should consult with your registered representative for the most current information on this program and the options within the program.
| ● | Morningstar Asset Allocation Series |
| The Morningstar Asset Allocation Series (“the Series”) are risk-based portfolios (“Portfolios”) that invest in ETFs, which are typically structured as open-end investment companies or unit investment trusts. The Series were designed on established principles of asset allocation and are intended to provide various levels of potential return for a targeted level of risk. The Series’ asset allocation policy is dynamically managed to consider changes in the economy or markets. The Portfolios in the Series are continuously managed to the asset allocation policy. The Portfolio options approved for use are: |
| ● | Morningstar Income and Growth ETF Asset Allocation Portfolio—Class II |
| ● | Morningstar Balanced ETF Asset Allocation Portfolio—Class II |
| ● | Morningstar Growth ETF Asset Allocation Portfolio—Class II |
| ● | Morningstar Aggressive Growth ETF Asset Allocation Portfolio—Class II |
If you should elect any of the Portfolios listed above, transfers made under these programs will not be counted toward the 12 transfers per year after which we may impose a transfer fee.
Generally, while the policy is in force, a loan may be taken against the policy up to the available loan value. The loan value on any day is 90% of the policy value reduced by an amount equal to the surrender charge. The available loan value is the loan value on the current day less any outstanding debt.
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The amount of any loan will be added to the loaned portion of the Guaranteed Interest Account and subtracted from the policy’s share of the investment options or the nonloaned portion of the Guaranteed Interest Account, based on the allocation requested at the time of the loan. The total reduction will equal the amount added to the loaned portion of the Guaranteed Interest Account. Allocations generally must be expressed in terms of whole percentages. If no allocation request is made, the amount subtracted from the share of each investment option or the nonloaned portion of the Guaranteed Interest Account will be determined in the same manner as provided for monthly deductions. Interest will be credited and the loaned portion of the Guaranteed Interest Account will increase at an effective annual rate of 6%, compounded daily and payable in arrears. At the end of each policy year and at the time of any debt repayment, interest credited to the loaned portion of the Guaranteed Interest Account will be transferred to the investment options or the Guaranteed Interest Account in accordance with your most recent premium allocation schedule on file.
Debt may be repaid at any time during the lifetime of the insured while the policy is in force. Any debt repayment received by us during a grace period will be reduced to pay any overdue monthly deductions and only the balance will be applied to reduce the debt. Such balance will first be used to pay any outstanding accrued loan interest, and then will be applied to reduce the loaned portion of the Guaranteed Interest Account. The investment options or the Guaranteed Interest Account will be increased by the same amount the loaned portion is decreased. If the amount of a loan repayment exceeds the remaining loan balance and accrued interest, the excess will be allocated among the investment options as you may request at the time of the repayment and, if no allocation request is made, according to the most recent premium allocation schedule on file.
Payments received by us for the policy will be applied as loan repayments unless specified as premium payment by you. Debt repayments may be made at any time during the lifetime of the insured while the policy is in force until the debt is fully repaid.
Failure to repay a policy loan or to pay loan interest will not terminate the policy unless the policy value becomes insufficient to maintain the policy in force.
Policy value for loaned amounts increases at the rate we credit the loaned portion of the Guaranteed Interest Account, whereas nonloaned policy value varies with the investment performance of the chosen investment options or at the rate we credit the nonloaned portion of the Guaranteed Interest Account. Loans can also reduce your policy’s death benefit. We deduct the amount of any outstanding loans plus any accrued loan interest before we calculate the death benefit. The amount available for a full surrender is similarly reduced by the amount of any outstanding loans and loan interest.
The proceeds of policy loans may be subject to federal income tax. See “Federal Income Tax Considerations.”
In the future, we may not allow policy loans of less than $500, unless such loan is used to pay a premium on another Nassau Life policy.
| ● | You will pay interest on the loan at the noted effective annual rates, compounded daily and payable in arrears. The loan interest rate in effect are as follows: |
| ● Policy Years 1-10 (or insured’s age 65 if earlier): | 8 | % | |
| ● Policy Years 11 and thereafter: | 7 | % |
At the end of each policy year, any interest due on the debt will be treated as a new loan and will be offset by a transfer from your investment options and the nonloaned portion of the Guaranteed Interest to the loaned portion of the Guaranteed Interest Account.
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A policy loan, whether or not repaid, has a permanent effect on the policy value because the investment results of the investment options or nonloaned portion of the Guaranteed Interest Account will apply only to the amount remaining in the investment options or the nonloaned portion of the Guaranteed Interest Account. The longer a loan is outstanding, the greater the effect is likely to be. The effect could be favorable or unfavorable. Under Death Benefit Option 1, outstanding policy loans do not reduce the policy’s gross death benefit, because the policy value is exclusive of the gross death benefit amount. A policy loan can also have an effect on the policy’s death benefit under Death Benefit Option 2 due to any resulting differences in policy value.
If the investment options or the nonloaned portion of the Guaranteed Interest Account earn more than the annual interest rate for funds held in the loaned portion of the Guaranteed Interest Account, the policy value does not increase as rapidly as it would have had no loan been made. If the investment options or the Guaranteed Interest Account earn less than the annual interest rate for funds held in the loaned portion of the Guaranteed Interest Account, the policy value is greater than it would have been had no loan been made. A policy loan, whether or not repaid, also has a similar effect on the policy’s death benefit due to any resulting differences in policy value, under Death Benefit Option 2.
For your protection, we require a signature guarantee for surrenders, partial withdrawals, or loans (if your policy provides for loans) over $100,000.
Surrender and Death Benefit Proceeds
Death benefit proceeds will be determined as of the date of death, and we will process payment of the death benefit upon our receipt of due proof of death. The amount of a full or partial surrender will be determined at the unit value next computed after we receive the request for surrender, provided such request is complete and in good order. Payment of surrender or death proceeds usually will be made in one lump sum within seven days. If you do not elect a single lump sum, unless otherwise provided for by applicable law, the death benefit proceeds payable to an individual or trust will be applied to a retained asset account known as the Concierge Account (“CA”). The CA is generally not offered to corporations or similar entities. A beneficiary may also elect one of the payment options described below, or another option we are then offering for this policy before payment of the death proceeds.
The CA is part of our General Account. It is not a checking or bank account and is not insured by the FDIC, NCUSIF, or any other state or federal agency which insures deposits. No additional amounts aside from the death benefit may be deposited into the CA. As part of our General Account, it is subject to the claims of our creditors. We may receive a financial benefit from earnings on amounts left in the CA. The guarantee of principal is based on the claims-paying ability of the company and principal is covered by the state guarantee association. Interest paid on amounts in the CA is taxable as ordinary income in the year such interest is credited. Please consult a tax advisor.
Payment of the death proceeds may be delayed if the claim for payment of the death proceeds needs to be investigated; e.g., to ensure payment of the proper amount to the proper payee. Any such delay will not be beyond that reasonably necessary and consistent with insurance practices customary in the life insurance industry. Also, payment may be delayed if allowed or required by law as described in “Postponement of Payments.”
For your protection, we require a signature guarantee for surrenders, partial withdrawals, or loans (if your policy provides for loans) over $100,000.
Under certain conditions, in the event of the terminal illness of the insured, an accelerated payment of up to 75% of the policy’s death benefit (up to maximum of $250,000), is available under the Living Benefits Rider. The minimum face amount remaining after any such accelerated benefit payment is $10,000.
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The minimum amount of surrender or death benefit proceeds that may be applied under any payment option is $1,000.
If the policy is assigned as collateral security, we will pay any amount due the assignee in one lump sum. Any remaining proceeds will remain under the option elected.
States have abandoned and unclaimed property laws and regulations which generally declare amounts due under annuity contracts or life insurance policies to be abandoned after a period of inactivity, which is generally three to five years from the date a benefit is due and payable. These laws generally apply to maturity or death benefits. The value in an insurance policy or contract is not considered as abandoned or unclaimed merely because a withdrawal or surrender is permitted but not requested; there needs to be an event, such as a death, that makes the amount due. Under such an unclaimed property law, when the owner dies and a payment of the death benefit is triggered, if after a thorough search, we are unable to locate the beneficiary, or the beneficiary does not come forward to claim the death benefit proceeds in a timely manner, state laws and regulations may mandate that the death benefit proceeds be paid to the abandoned property division or unclaimed property office of the state in which the beneficiary or you last resided, as shown on our books and records, or to our state of domicile. This “escheatment” is revocable, however, and the state is obligated to pay the proceeds escheated (without interest) if your beneficiary steps forward to claim it with the proper documentation. To prevent such escheatment, it is important that you update your address and your beneficiary designations, including their addresses, if and as they change. Please call us to make such changes.
All or part of the surrender or death proceeds of a policy may be applied under one or more of the following payment options or such other payment options or alternative versions of the options listed as we may choose to make available in the future.
Option 1—Lump Sum
Payment in one lump sum.
Option 2—Left to Earn Interest
A payment of interest during the payee’s lifetime on the amount payable as a principal sum. Interest rates are guaranteed to be at least 3% per year.
Option 3—Payment for a Specific Period
Equal installments are paid for a specified period of years whether the payee lives or dies. The first payment will be on the date of settlement. The assumed interest rate on the unpaid balance is guaranteed not to be less than 3% per year.
Option 4—Life Annuity with Specified Period Certain
Equal installments are paid until the later of:
| ● | the death of the payee; or |
| ● | the end of the period certain. |
| The first payment will be on the date of settlement. |
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| The period certain must be chosen at the time this option is elected. The periods certain that you may choose from are as follows: |
| ● | 10 years; |
| ● | 20 years; or |
| ● | until the installments paid refund the amount applied under this option. |
If the payee is not living when the final payment falls due, that payment will be limited to the amount which needs to be added to the payments already made to equal the amount applied under this option.
If, for the age of the payee, a period certain is chosen that is shorter than another period certain paying the same installment amount, we will consider the longer period certain as having been elected.
Any life annuity provided under Option 4 is computed using an interest rate guaranteed to be no less than 3 ⅜% per year, but any life annuity providing a period certain of 20 years or more is computed using an interest rate guaranteed to be no less than 3¼% per year.
Option 5—Life Annuity
Equal installments are paid only during the lifetime of the payee. The first payment will be on the date of settlement. If the payee dies before the second payment is made, no additional annuity payments will be made thereafter. Any life annuity as may be provided under Option 5 is computed using an interest rate guaranteed to be no less than 3½% per year.
Option 6—Payments of a Specified Amount
Equal installments of a specified amount, out of the principal sum and interest on that sum, are paid until the principal sum remaining is less than the amount of the installment. When that happens, the principal sum remaining with accrued interest will be paid as a final payment. The first payment will be on the date of settlement. The payments will include interest on the remaining principal at a guaranteed rate of at least 3% per year. This interest will be credited at the end of each year. If the amount of interest credited at the end of the year exceeds the income payments made in the last 12 months, that excess will be paid in one sum on the date credited.
Option 7—Joint Survivorship Annuity with 10-Year Period Certain
The first payment will be on the date of settlement. Equal installments are paid until the latest of:
| ● | the end of the 10-year period certain; |
| ● | the death of the insured; or |
| ● | the death of the other named annuitant. |
The other annuitant must have attained age 40, must be named at the time this option is elected and cannot later be changed. Any joint survivorship annuity that may be provided under this option is computed using a guaranteed interest rate to equal at least 3 3⁄8% per year.
For additional information concerning the above payment options, see the policy.
General
At any time during the lifetime of the insured and while the policy is in force, you may partially or fully surrender the policy by sending to our Customer Service Office (see Glossary for contact information) a written release and surrender in a form satisfactory to us. We may also require you to send the policy to us. The amount available for surrender is the cash surrender value at the end of the valuation period during which the surrender request is received at our Customer Service Office (see Glossary for contact information).
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Upon partial or full surrender, we generally will pay to you the amount surrendered within seven days after we receive the written request for the surrender. For your protection, we require a signature guarantee for surrenders, partial withdrawals, or loans (if your contract provides for loans) over $100,000. Under certain circumstances, the surrender payment may be postponed. See “General—Postponement of Payments.” For the federal tax effects of partial and full surrenders, see “Federal Income Tax Considerations.”
Full Surrenders
If the policy is being fully surrendered, the policy itself must be returned to our Customer Service Office (see Glossary for contact information), along with the written release and surrender of all claims in a form satisfactory to us. You may elect to have the amount paid in a lump sum or under a payment option. See “Conditional Charges—Surrender Charge” and “Payment Options.”
Partial Surrenders
You may obtain a partial surrender of the policy by requesting payment of a portion of the policy’s cash surrender value. It is possible to do this at any time during the lifetime of the insured, while the policy is in force, with a written request to our Customer Service Office (see Glossary for contact information). We may require the return of the policy before payment is made. A partial surrender will be effective on the date the written request is received or, if required, the date the policy is received by us.
We reserve the right not to allow partial surrenders of less than $500. In addition, if the share of the policy value in any investment option or in the Guaranteed Interest Account is reduced as a result of a partial surrender and is less than $500, we reserve the right to require surrender of the entire remaining balance in that investment option or the Guaranteed Interest Account.
Upon a partial surrender, the policy value will be reduced by the sum of the following:
| ● | The partial surrender amount paid—this amount comes from a reduction in the policy’s share in the value of each investment option or the Guaranteed Interest Account based on the allocation requested at the time of the partial surrender. If no allocation request is made, the withdrawals from each investment option will be made in the same manner as that provided for monthly deductions. |
| ● | The partial surrender fee—this fee is the lesser of $25 or 2% of the partial surrender amount paid. The assessment to each investment option or the Guaranteed Interest Account will be made in the same manner as provided for the partial surrender amount paid. |
| ● | A partial surrender charge—this charge is equal to a pro rata portion of the applicable surrender charge that would apply to a full surrender, determined by multiplying the applicable surrender charge by a fraction (equal to the partial surrender amount payable divided by the result of subtracting the applicable surrender charge from the policy value). This amount is assessed against the investment option or the Guaranteed Interest Account in the same manner as provided for the partial surrender amount paid. |
The cash surrender value will be reduced by the partial surrender amount paid plus the partial surrender fee. If your policy has Death Benefit Option 1, the face amount of the policy will be reduced by the same amount as the policy value is reduced as described above. Because the benefit amount under the Living Benefit Rider is a percentage of the base policy’s death benefit, a partial surrender that reduces the death benefit amount under the base policy would result in a corresponding reduction to the benefit amount under the Living Benefit Rider.
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Processing and Payment of Surrenders, Withdrawals
You must sign a form satisfactory to us to take a withdrawal, surrender, or replace your policy. For your protection, the form must be requested from our Customer Service Office by you or your agent. The form requested and sent to you for that particular transaction must be returned to the address specified on the form in order to process the transaction. For your protection, we require a signature guarantee for surrenders, partial withdrawals, or loans (if your policy provides for loans) over $100,000.
Internet and Telephone Transfers
In addition to making requests in writing using a form authorized by Nassau Life, you may transfer your policy value among the available investment options and the GIA and make changes to your premium payment allocations by Internet, Interactive Voice Response, telephone, or fax. The Company may discontinue Internet, Interactive Voice Response, and telephone transfers at any time.
We will execute transfer requests as of the valuation date we receive them in good order at our Customer Service Office.
We do not charge for transfers at this time. However, we reserve the right to charge a fee of $10 for each transfer after your first two transfers in a policy year. Should we begin imposing this charge, we would not count transfers made under a Systematic Transfer Program toward the two-transfer limit. For more information, see “Market Timing and Other Disruptive Trading.”
You may permit your registered representative to submit transfer requests on your behalf. If you have authorized your registered representative to make transfers on your behalf, he or she may submit your transfer request in a batch of requests for multiple policy owners. Like an individual transfer request, the transfer request must be submitted in good order to be processed.
Nassau Life will use reasonable procedures to confirm that transfer instructions are genuine. We require verification of account information and will record telephone instructions, which are stored digitally. You will receive written confirmation of all transfers. Nassau Life may be liable for following unauthorized transfer instructions if we fail to follow our established security procedures. However, you will bear the risk of a loss resulting from instructions entered by an unauthorized third party that Nassau Life reasonably believes to be genuine.
We may modify or terminate your Internet and telephonic transfer and allocation privileges at any time. You may find it difficult to exercise these privileges during times of extreme market volatility. In such a case, you should submit your request in writing.
We do not permit transfers of less than $500 unless either:
| ● | the entire balance in the investment option or the Guaranteed Interest Account is being transferred; or |
| ● | the transfer is part of a Systematic Transfer Program. |
We reserve the right to prohibit a transfer to any investment option if the value of your investment in that investment option immediately after the transfer would be less than $500. We further reserve the right to require that the entire balance of an investment option or the Guaranteed Interest Account be transferred if the value of your investment in that investment option immediately after the transfer, would be less than $500.
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You may make only one transfer per policy year from the non-loaned portion of the Guaranteed Interest Account unless the transfers are made as part of a Systematic Transfer Program or unless we agree to make an exception to this rule. The amount you may transfer is limited to the greatest of $1,000 or 25% of the value of the non-loaned portion of the Guaranteed Interest Account. You may transfer policy value into the Guaranteed Interest Account at any time.
Market Timing and Other Disruptive Trading
We discourage market timing activity, frequent transfers of policy value among investment options and other activity determined to be “Disruptive Trading”, as described below. Your ability to make transfers among investment options under the policy is subject to modification if we determine, in our sole opinion, that your exercise of the transfer privilege constitutes “Disruptive Trading” that may disadvantage or potentially harm the rights or interests of other policy owners.
“Disruptive Trading” includes, but is not limited to: frequent purchases, redemptions and transfers; transfers into and then out of an investment option in a short period of time; and transfers of large amounts at one time. The risks and harmful effects of Disruptive Trading include:
| ● | dilution of the interests of long-term investors in an investment option, if market timers or others transfer into or out of the investment option rapidly in order to take advantage of market price fluctuations; |
| ● | an adverse effect on portfolio management, as determined by portfolio management in its sole discretion, such as causing the underlying fund to maintain a higher level of cash than would otherwise be the case, or causing the underlying fund to liquidate investments prematurely; and |
| ● | increased brokerage and administrative expenses. |
To protect our policy owners and the underlying funds from Disruptive Trading, we have adopted certain policies and procedures.
Under our Disruptive Trading policy, we can modify your transfer privileges for some or all of the investment options. Modifications include, but are not limited to, not accepting a transfer request from you or from any person, asset allocation service, and/or market timing service made on your behalf. We may also limit the amount that may be transferred into or out of any investment option at any one time. Unless prohibited by the terms of your policy, we may (but are not obligated to):
| ● | limit the dollar amount and frequency of transfers (e.g., prohibit more than one transfer a week, or more than two a month, etc.), |
| ● | restrict the method of making a transfer (e.g., require that all transfers into a particular investment option be sent to our New York Customer Service Office by first class U.S. mail and/or rescind telephone, internet or fax transfer privileges), |
| ● | require a holding period for some investment options (e.g., prohibit transfers into a particular investment option within a specified period of time after a transfer out of that investment option), |
| ● | implement and administer redemption fees imposed by one or more of the underlying funds, or |
| ● | impose other limitations or restrictions. |
Currently we attempt to detect Disruptive Trading by monitoring both the dollar amount of individual transfers and the frequency of a policy owner’s transfers. With respect to both dollar amount and frequency, we may consider an individual transfer alone or when combined with transfers from other policies owned by or under the control or influence of the same individual or entity. If you have authorized your registered representative to make transfers on your behalf, he or she may submit your transfer request in a batch of requests for multiple policy owners. We monitor these transfers on an individual basis, rather than on a batch basis. We currently review transfer activity on a regular basis. We also consider any concerns brought to our attention by the managers of the underlying funds. We may change our monitoring procedures at any time without notice.
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Because we reserve discretion in applying these policies, they may not be applied uniformly. However, we will to the best of our ability apply these policies uniformly. Consequently, there is a risk that some policy owners could engage in Disruptive Trading while others will bear the effects of their activity.
Currently we attempt to detect Disruptive Trading by monitoring activity for all policies. Possible Disruptive Trading activity may result in our sending a warning letter advising the owner of our concern. Regardless of whether a warning letter is sent, once we determine that Disruptive Trading activity has occurred, we may revoke the owner’s right to make Internet transfers. We will notify policy owners in writing (by mail to their address of record on file with us) if we limit their trading.
We have adopted these policies and procedures as a preventative measure to protect all policy owners from the potential effects of Disruptive Trading, while recognizing the need for policy holders to have available reasonable and convenient methods of making transfers that do not have the potential to harm other policy owners.
We currently do not make any exceptions to the policies and procedures discussed above to detect and deter Disruptive Trading. We may reinstate Internet, telephone and fax transfer privileges after they are revoked, but we will not reinstate these privileges if we have reason to believe that they might be used thereafter for Disruptive Trading.
We cannot guarantee that our monitoring will be 100% successful in detecting and restricting all transfer activity that constitutes Disruptive Trading. Moreover, we cannot guarantee that revoking or limiting a policy owner’s Internet, telephone and fax transfer privileges will successfully deter all Disruptive Trading. In addition, some of the underlying funds are available to insurance companies other than Nassau Life and we do not know whether those other insurance companies have adopted any policies and procedures to detect and deter Disruptive Trading, or if so what those policies and procedures might be. Because we may not be able to detect or deter all Disruptive Trading and because some of these funds are available through other insurance companies, some policy owners may be treated differently than others, resulting in the risk that some policy owners could engage in Disruptive Trading while others will bear the effects of their activity.
Orders for the purchase of underlying fund shares are subject to acceptance by the relevant fund. Nassau Life has entered into information sharing agreements with the underlying funds of this variable life insurance product as required by Rule 22c-2 under the Investment Company Act of 1940. The purpose of the information sharing is to provide information to the underlying funds so that they can monitor, warn, and restrict policyholders who may be engaging in disruptive trading practices as determined by the underlying funds. We reserve the right to reject, without prior notice, any transfer request into any investment option if the purchase of shares in the corresponding underlying fund is not accepted for any reason.
We may, without prior notice, take whatever action we deem appropriate to comply with or take advantage of any state or federal regulatory requirement.
We do not include transfers made pursuant to the Dollar Cost Averaging, Automatic Asset Rebalancing or other similar programs when applying our Disruptive Trading policy.
Unlike conventional life insurance policies, the payment of the issue premium, no matter how large, or the payment of additional premiums will not necessarily continue the policy in force until the death of the insured.
If on any monthly calculation day during the first 5 policy years, the policy value is insufficient to cover the monthly deduction, a grace period of 61 days will be allowed for the payment of an amount equal to three times the required monthly deduction plus any amount due to prevent the policy from lapsing. If on any monthly calculation day during any subsequent policy year, the cash surrender value is less than the required monthly deduction, a grace period of 61 days will be allowed for the payment of an amount equal to three times the required monthly deduction plus any amount due to prevent the policy from lapsing.
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During the grace period, the policy will continue in force but investment option transfers and loans will not be permitted. Failure to pay the additional amount within the grace period will result in lapse of the policy, but not until 30 days has passed after we have mailed a written notice to you. Generally, if your policy lapses, it may not be reinstated. However, for Maine residents only: if the policy is in default because of organic brain disease of the Owner, the policy may be reinstated without evidence of insurability if proof of organic brain disease is provided to the satisfaction of the Company.
If a premium payment for the additional amount is received by us during the grace period, any amount of premium over what is required to prevent lapse will be allocated among the investment options or to the Guaranteed Interest Account according to the current premium allocation schedule. In determining the amount of “excess” premium to be applied to the investment options or the Guaranteed Interest Account, we will deduct the premium tax and the amount needed to cover any monthly deductions made during the grace period. If the policy was in the grace period on the date of the insured’s death, the death proceeds will be reduced by any outstanding monthly charges, unless a death benefit guarantee was in effect for the policy.
Please note that if the policy lapses during the first ten policy years, surrender charges will apply.
Federal Income Tax Considerations
Introduction
The following discussion is general in nature and is not intended as individual tax advice. The income tax rules are complicated and this discussion is intended only to make you aware of the issues. Each person should consult an independent tax or legal advisor. No attempt is made to consider any estate, gift or inheritance taxes or any applicable state, local or other tax laws.
Because this discussion is based upon our understanding of the federal income tax laws as they are currently interpreted, we cannot guarantee the income tax status of any contract or policy either currently or in the future. No representation is made regarding the likelihood of continuation of the federal income tax laws or the current interpretations by the Internal Revenue Service (the “IRS”). From time to time, there are regulatory or legislation proposals or changes that do or could impact the taxation of life insurance contracts or policies; if enacted, these changes could be retroactive. We reserve the right to make changes to the policy or contract as necessary for it to satisfy the “Definition of Life Insurance” and to avoid classification of the contract or policy as a “Modified Endowment Contract,” as set forth in the Internal Revenue Code (the “Code”) and as interpreted by the IRS. For a discussion of federal income taxes as they relate to the funds, please see the fund prospectuses.
Policyholders (also referred to as Owners) should consult their own independent tax and/or legal advisors for advice and information relating to their particular tax situation.
Note on Terminology: The Code uses the term “Life Insurance Contract”, rather than the term “Life Insurance Policy.” The Code also uses the term “policyholder”, in describing the owner of a Life Insurance Contract. This section will follow the Code terminology in describing specific provisions of the Code. In addition, this section refers to “insured”; where applicable, the same rules apply in the case of multiple “insureds”.
Income Tax Status
We are taxed as a life insurance company under the Code. For federal income tax purposes, neither the Separate Account nor the Guaranteed Interest Account is a separate entity from Nassau Life Insurance Company, and neither account will be taxed separately as under the “regulated investment company” provisions (Subchapter M) of the Code.
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Investment income and realized capital gains on the assets of the Separate Account are reinvested and taken into account in determining the value of the Separate Account and each Contract. No charge currently will be made to any contract or to the Separate Account for our federal income taxes which may be attributable to the Separate Account. We reserve the right to make a deduction for taxes with respect to such items in the future. If imposed, such charge would be equal to the federal income taxes attributable to the investment results of the Separate Account.
Policy/Contract Benefits
State and local transfer, and other tax consequences of ownership or receipt of policy proceeds depend on the circumstances of each policyholder or beneficiary. A qualified tax advisor should be consulted on these consequences.
Tax Treatment as Life Insurance
In order to be treated as life insurance for federal income tax purposes, specified requirements must be met. If these requirements are met, the death benefits are generally received without federal income tax and the earnings on the contract are not subject to federal income tax until withdrawn. These requirements include the federal definition of life insurance, rules for diversification of the contract’s investments (described below), owner/investor control (discussed below), and the necessity that the contract be life insurance under applicable law.
With respect to applicable law, this is generally understood to refer to state or foreign law. This contract has been filed as a life insurance policy or contract under applicable state laws.
There are two definitional tests for life insurance in section 7702 of the Code: (1) Cash Value Accumulation Test, and (2) Guideline Premium Test. The selection of the tests is made at issue and cannot be changed thereafter. The choice of test is based on contract design and is dependent on several factors, including the insured’s age at issue and intention of the owner concerning contract funding patterns. If this contract permits the policyholder to select the applicable test, this selection must be made at issue and cannot be changed. In some cases, only one test is available.
Under the Cash Value Accumulation Test, there must, at all times, be a minimum ratio of death benefit to cash value. Compliance with the test is based on the contract design at issue. The premiums permitted under this test are based on the death benefit, age and characteristics of the insured and types of riders on the contract.
Under the Guideline Premium Test, there is a limit as to the amount of premium that can be paid into the contract in relation to the death benefit. The initial premium limit is based on the death benefit, age and characteristics of the insured and types of riders on the contract. The actual premium limits each year will depend on the amount of premiums paid in a prior year. In addition to this premium test, there is also a minimum ratio of death benefit to cash value under the Cash Value Corridor. This Corridor looks to the age of the insured and the cash value each year and may require periodic adjustments in death benefit for compliance.
Since Code section 7702 imposes certain conditions with respect to premiums received under a contract, we monitor the premiums paid in order to maintain compliance with such conditions. If the premium limitation is exceeded during the year, we may return the excess premium, with interest, to the policyholder within 60 days after the end of the policy year, in order to maintain the qualification of the contract as life insurance for federal income tax purposes.
The following discussion assumes that the policy will qualify as a life insurance contract for Federal income tax purposes.
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Death Benefit Proceeds
Death benefit proceeds payable under a life insurance contract are generally excludable from the gross income of the beneficiary under Code section 101(a)(1) unless there has been a transfer for valuable consideration or unless the specific requirements relating to Business and Corporate-Owned Policies are not met (see “Business and Corporate-Owned Policies”). Also, a policyholder should not be considered to be in constructive receipt of the cash value, including investment income, as long as the contract remains in force and there is no change in the death benefit.
In addition to the necessity to return premiums, as described above, depending on the performance of the contract, from time to time, it may be become necessary to increase the death benefit in order to satisfy the Cash Value Corridor. Any such increase is in effect only as long as required to satisfy this corridor and is not permanent.
Under specified circumstances, the policyholder may request that the death benefit be increased or decreased. Such a decrease or increase may have federal income tax ramifications.
Full Surrender
Upon full surrender of a contract for its cash value, the excess, if any, of the cash value (unreduced by any outstanding indebtedness) over the premiums paid will be treated as ordinary income for federal income tax purposes.
If the contract is subject to a loan at time of surrender, the outstanding loan amount is included in the computation of the amount received at the time of surrender. Thus, in the event of a surrender of a contract that is subject to a loan, the loan amount may result in ordinary income at the time of surrender.
A contract that lapses is treated as a full surrender for federal income tax purposes.
The full surrender of a contract that is a Modified Endowment Contract (“MEC”), as described herein, may result in the imposition of an additional 10% tax on any income received.
Withdrawal
Withdrawals are generally not taxable as long as the amount withdrawn does not exceed the total of the premiums paid and the contract is not a MEC. If the contract is classified as a MEC, withdrawals and other distributions are fully taxable to the extent of income in the contract. There are situations, however, in which a withdrawal from any contract (regardless of MEC status) can result in current taxation. A withdrawal, accompanied by a reduction in death benefits can result in current taxation under Code section 7702(f)(7), if the reduction in death benefits occurs during the first 15 years after a contract is issued. After 15 years, the withdrawal proceeds resulting from a reduction in death benefits will generally not be subject to tax, except to the extent such proceeds exceed the total amount of premiums paid but not previously recovered. Policyholders should consult with tax advisors in advance of a proposed decrease in death benefits or a withdrawal as to the portion, if any, which would be subject to tax, and in addition as to the impact such withdrawal might have under the MEC provisions.
Loans
We believe that any loan received under a contract will be treated as your indebtedness. If the contract is a MEC, loans are fully taxable to the extent of income on the contract and are possibly subject to an additional 10% tax. If the contract is not a MEC, we believe that no part of any loan under a contract will constitute income to you as long as the contract remains in force. If there is a full surrender or lapse, an outstanding loan becomes part of the amount received upon surrender or lapse.
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The deductibility by a policyholder of loan interest under a contract is limited under Code section 264. In most cases, there is no interest deduction permitted.
Sale of Contract
Upon a sale of the policy to a third party, the owner has taxable income of the excess, if any, of the amount received from the third party over the owner’s basis in the policy. The IRS provided in Revenue Ruling 2020-5 (Internal Revenue Bulletin 2020-9) that for purposes of sale of a life insurance contract, the owner’s basis in the policy is not reduced for the cost of insurance charges. Revenue Ruling 2020-5 is effective for transactions entered into on or after August 26, 2009. Additional information reporting may apply in the event of a sale of a policy. In this information reporting, we would be required to provide specific information to the IRS concerning the basis of the policy.
Net Investment Income Additional Tax
Regulations under section 1411 of the Internal Revenue Code indicate that there are situations under which amounts received under a life insurance policy may be included in the definition of “net investment income” for purposes of section 1411 of the Code. Certain patterns of taxable income from a life insurance contract could be treated as if received from an annuity. If section 1411 applies to the income, in addition to income tax, there is an additional tax of 3.8 percent. Section 1411 applies to taxpayers whose modified adjusted gross income exceeds the threshold amount. The threshold amount is $250,000 in the case of a joint return or surviving spouse, $125,000 in the case of a married individual filing a separate return, and $200,000 in any other case. The threshold amount may be subject to modification, but is not indexed for inflation.
Business and Corporate-Owned Contracts
If the policy is owned by an entity that is not a natural person, there are Code provisions that impact the tax treatment of premiums, contract loan interest, policy earnings and death benefits. No deduction is permitted for premiums paid if the policyholder is a beneficiary under the contract. With limited exceptions, no deduction is allowed for interest paid or accrued on any loan. An interest deduction disallowance rule on interest relating to a different investment paid or incurred by the policyholder of a life insurance contract may also apply in the case of a policy insuring the life of an individual who is not an owner of the policy, or an officer, director, or employee of the policyholder’s business. A qualified tax advisor should be consulted before any non-natural person is made an owner or holder of a policy, or before a business (other than a sole proprietorship) is made a beneficiary of a policy.
For an employer-owned life insurance policy under section 101(j) of the Code, death benefits may be subject to income tax unless (1) specified provisions relating to written notice to the insureds and written consent from the insureds are satisfied, and (2) criteria are satisfied concerning the relationship between the insured and policyholder or the insured and the death benefits. The policyholder is solely responsible for ensuring that these provisions are satisfied. The policyholder must also comply with required annual reporting and recordkeeping requirements as set forth by the IRS. It is the employer’s responsibility to verify the eligibility of the intended insured under employer-owned life insurance policies and to provide the notices and obtain the consents required by section 101(j). A tax advisor should be consulted by anyone considering the purchase of an employer-owned life insurance policy.
Modified Endowment Contracts (“MEC”)
General
The premiums paid into a life insurance contract are required to be tested under the “7-pay test” of Code section 7702A to determine if the contract will be classified as a modified endowment contract (“MEC”). Under this test, there is a premium limit that applies for the first 7 years of the contract and for 7 years after a material change to the contract.
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If the contract is classified as a MEC, there is no change to the contractual terms of the contract; however, the tax treatment of loans, distributions and decreases is changed. For a MEC, loans and other distributions are taxed to the extent of gain at the time of the loan or distribution (the excess of cash value over premiums paid).
There are situations in which a MEC may be intended by the policyholder. In these cases, the policyholder will be required to sign an acknowledgement of intended MEC status either at issue or when the contract becomes classified as a MEC.
We will monitor premium payments to determine if the premium paid will exceed the MEC limit in effect at the time of the premium payment. Unless the contract is already a MEC and the policyholder has consented to MEC status, if a payment does exceed the limit and applying it to the contract would cause MEC status, we will advise the policyholder that the excess premium will cause MEC status and will take steps to have the amounts removed from the contract. Premiums paid which are removed from the contract, with interest within 60 days after the end of the contract year are not treated as premiums paid and will not cause MEC status. If the policyholder chooses to have the premiums reapplied during the same contract year and the contract becomes a MEC, the MEC status cannot be reversed. A life insurance contract received in a tax-free exchange for a MEC will be treated as a MEC.
Reduction in Benefits During the First Seven Years
If during the first seven contract years there is a reduction in death benefits or reduction or elimination of certain other riders, the MEC test is recalculated assuming the lowered death benefits. This recalculation is retroactive back to the beginning of the contract and each premium actually paid is tested against the recalculated limit. For a contract with two insureds in which the death benefit is payable upon the death of the last insured, a reduction in death benefits at any time during the life of the contract will cause a retroactive recalculation of the MEC test back to issue and actual premiums paid will be tested against the recalculated limit. A contract that becomes a MEC due to a reduction in benefits and a recalculation cannot have MEC status reversed.
Distributions Affected
If a contract fails the MEC test, it is considered a MEC as to distributions in the year in which the test is failed and all subsequent contract years. In addition, distributions made within the two years prior to MEC status are treated as being made in anticipation of MEC status and are considered distributions under a MEC and are taxable in the year the contract becomes a MEC.
Penalty Tax
Any amounts taxable from a MEC will be subject to an additional 10% excise tax, except for distributions that are:
| ● | made on or after the taxpayer attains age 591⁄2 |
| ● | attributable to the taxpayer’s disability (within the meaning of Code section 72(m)(7)); or |
| ● | part of a series of substantially equal periodic payments (not less often than annually) made for the life (or life expectancy) of the taxpayer or the joint lives (or life expectancies) of the taxpayer and his beneficiary. |
Material Change Rules
Any determination of whether the contract meets satisfied the MEC test will begin again any time the contract undergoes a “material change,” which includes any increase in death benefits or any increase in or addition of a qualified additional benefit, except for an increase that is attributable to premiums paid “necessary to fund” the lowest death benefit and qualified additional benefits payable in the first seven contract years or to the crediting of interest or dividends with respect to these premiums.
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A material change may occur at any time during the life of the contract (within the first seven years or thereafter), and future taxation of distributions or loans would depend upon whether the contract satisfied the MEC test from the time of the material change. An exchange of policies is considered to be a material change for all purposes.
Serial Purchase of MECs
All MECs issued by the same insurer (or affiliated companies of the insurer) to the same policyholder within the same calendar year will be treated as one MEC in determining the taxable portion of any loans or distributions made to the policyholder.
Limitations on Mortality and Expense Charges
The Code imposes limitations on mortality and expense charges in the computation of the definition of life insurance tests and in the MEC test. The mortality charges taken into account to compute permissible premium levels may not exceed those charges required to be used in determining the federal income tax reserve for the contract, unless U.S. Treasury regulations prescribe a different limitation. In addition, the expense charges taken into account under the Guideline Premium Test are required to be reasonable, as defined by the U.S. Treasury regulations. We will comply with the requirements in calculating all of the applicable tax limitations.
Qualified Plans
A contract may be used in conjunction with certain qualified plans. Since the rules governing such use are complex, you should not use the contract in conjunction with a qualified plan until you have consulted a pension, tax or legal advisor. If this contract is used in this connection, we are specifically not the plan administrator or trustee and we are not providing any guidance or assistance regarding any qualified plan rules. We may require that the plan administrator or trustee be identified in a specific form or document.
Diversification Regulations
Code section 817(h) requires that all contracts be adequately diversified. Treasury regulations define the requirements and generally permit these requirements to be satisfied using separate accounts with separate funds or series of a fund, each of which meets the requirements. The regulations generally require that, on the last day of each calendar quarter the assets of the separate accounts or series be invested in no more than:
| ● | 55% in any one investment |
| ● | 70% in any two investments |
| ● | 80% in any three investments |
| ● | 90% in any four investments |
A “look-through” rule applies to treat a pro rata portion of each asset of a series as an asset of the Separate Account; therefore, each series will be tested for compliance with the percentage limitations. For purposes of these diversification rules, all securities of the same issuer are treated as a single investment, but each United States government agency or instrumentality is treated as a separate issuer.
We intend to comply with the Diversification Regulations to assure that the contracts qualify as life insurance contracts for federal income tax purposes.
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Owner/Investor Control
The Treasury Department has indicated that the Diversification Regulations do not provide exclusive guidance regarding the circumstances under which policyholder control of the investments of the Separate Account will cause the policyholder to be treated as the owner of the assets of the Separate Account, thereby resulting in current taxation of contract earnings. In certain circumstances, owners of variable life insurance contracts have been considered for Federal income tax purposes to be the owners of the assets in the separate account supporting their contracts due to their ability to exercise investment control over those assets. Where this is the case, the contract owners have been currently taxed on income and gains attributable to the separate accounts. There is little guidance in this area, and some features of the policies, such as the flexibility of the policyowner to allocate premiums and cash values, have not been explicitly addressed in published rulings. While we believe that the policy does not give policyowners investment control over separate account assets, we reserve the right to modify the policies as necessary to prevent a policyowner from being treated as the owner of the separate account assets supporting the policy.
Change or Assignment of Ownership, Exchange of Policies or Change of Insured
Changing the policyholder or the insured or an exchange or assignment of the contract may have tax consequences depending on the circumstances. A change of insured under the same contract is treated as if the contract was fully surrendered and a new contract with a new insured was acquired. Any gain in the contract at the time of the change of insured is taxable income at that time. For exchanges in which there is no change in the identity of the insured or policyholder, Code section 1035 provides that a life insurance contract can be exchanged for another life insurance contract, long-term care contract, or for an annuity contract, without recognition of gain or loss, assuming that no money or other property is received in the exchange, and that the policies relate to the same insured. At the time of the exchange, the contract is generally treated as newly issued and is subject to tax rules in place at the time of the exchange. If the original contract is subject to a contract loan and the newly acquired contract is not subject to the same loan, the amount of the loan on the original contract may be treated as the receipt of money on the exchange. To qualify under section 1035, the contract proceeds must be transferred directly from one insurer to another insurer. We recommend that any person contemplating such actions seek the advice of a legal or tax advisor.
Other Taxes
A life insurance contract may also raise issues concerning federal estate, gift and generation skipping taxes, state and local estate, inheritance and other taxes. We do not make any representations regarding the tax consequences with respect to these types of taxes.
Withholding and Information Reporting
We are required to file information returns with the Internal Revenue Service and state taxation or revenue authorities in the event that there is a distribution from your contract that may have tax consequences and in certain other circumstances. In order to comply with our requirements, from time to time, we request that the policyholder provide certain information, including social security number or tax identification number and current address.
We are also required to withhold federal income taxes on the taxable portion of any amounts received under the contract unless you elect to not have any withholding or in certain other circumstances. You are not permitted to elect out of withholding if you do not provide a social security number or other taxpayer identification number. Special withholding rules apply to payments made to nonresident aliens. You are liable for payment of federal income taxes on the taxable portion of any amounts received under the contract. You may be subject to penalties if your withholding or estimated tax payments are insufficient. Certain states also require withholding of state income taxes on the taxable portion of amounts received. State laws differ regarding the procedure by which these amounts are computed and the extent to which a policyholder can elect out of withholding.
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In 2004, the Department of Treasury ruled that income received by residents of Puerto Rico under a life insurance contract issued by a United States company is U.S.-source income that is subject to United States Federal income tax. This ruling is also understood to apply to other nonresident alien policyholders. Prospective purchasers that are not U.S. citizens or residents are advised to consult with a qualified tax adviser regarding U.S. and foreign taxation with respect to a life insurance policy purchase.
Federal Estate, Gift and Generation-Skipping Transfer Taxes
While no attempt is being made to discuss in detail the federal estate tax implications of the contract, a purchaser should keep in mind that ownership of a life insurance policy at time of death may result in federal estate taxes and that in certain circumstances, the death benefit may also be subject to these taxes. Consult an estate planning advisor for more information.
Gifting an existing life insurance contract/policy to another person, including a trust, can result in the assessment of gift taxes.
Under certain circumstances, the Code may impose a generation-skipping (“GST”) tax when all or part of a life insurance contract is transferred to, or a death benefit is paid to, an individual two or more generations younger than the Owner. Regulations issued under the Code may require us to deduct the tax from your contract, or from any applicable payment, and pay it directly to the IRS.
The potential application of these taxes underscores the importance of seeking guidance from a qualified adviser to help ensure that your estate plan adequately addresses your needs and those of your beneficiaries under all possible scenarios.
Foreign Tax Credits
We may benefit from any foreign tax credits attributable to taxes paid by certain underlying funds to foreign jurisdictions to the extent permitted under Federal tax law.
Possible Tax Law Changes
Although the likelihood of legislative and regulatory changes is uncertain, there is always the possibility that the tax treatment of the contract could change by legislation or regulation. Consult a tax adviser with respect to legislative and regulatory developments and their effect on the contract.
We have the right to modify the contract or our contract administration in response to legislative or regulatory changes. We make no guarantee regarding the tax status of any contact and do not intend the above discussion as tax advice.
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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.
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.
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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.
The Company has appointed 1851 Securities, Inc. (“1851”) to serve as the principal underwriter of the securities offered through this prospectus, pursuant to the terms of an underwriting agreement. 1851, which is an affiliate of the Company, also acts as the principal underwriter of other variable life insurance policies and variable annuity contracts issued by the Company and its affiliated companies. The Company or an affiliate reimburses 1851 for expenses 1851 incurs in underwriting the policies (e.g., commissions payable to retail broker-dealers who sell the policies). 1851 does not retain any fees under the policies; however, 1851 may receive 12b-1 fees from the underlying funds.
1851’s principal executive offices are located at One American Row, PO Box 5056, Hartford, CT 06102-5056. 1851 is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as well as the securities commissions in the states in which it operates, and is a member of FINRA.
1851 and the Company enter into selling agreements with broker-dealers who are registered with the SEC and are members of FINRA, and with entities that may offer the policies but are exempt from registration. Applications for the policy are solicited by registered representatives who are associated persons of such broker-dealer firms. Those representatives act as appointed agents of the Company under applicable state insurance law and must be licensed to sell variable life insurance products. The Company has offered the policy in jurisdictions where it is licensed to do business and where the policy is approved.
55
Broker-dealers having selling agreements with 1851 and the Company are paid compensation for the promotion and sale of the policies. Registered representatives who solicit sales of the policy typically receive a portion of the compensation payable to the broker-dealer firm, depending on the agreement between the firm and the registered representatives. A broker-dealer firm or registered representative of a firm may receive different compensation for selling one product over another and/or may be inclined to favor or disfavor one product provider over another product provider due to differing compensation rates.
Compensation paid on the policies, as well as other incentives or payments, is not assessed as an additional direct charge to policy owners or the Separate Account. Instead, you pay for sales and distribution expenses through overall charges and fees assessed under your policy. For example, front end sales charges, per thousand sales loads, and /or any profits the Company may realize through assessing the mortality and expense risk charge under your policy may be used to pay for sales and distribution expenses. The Company may also pay for sales and distribution expenses out of any payments the Company or 1851 may receive from the Funds for providing administrative, marketing and other support and services to the Funds.
The amount and timing of overall compensation, which includes both commissions and the additional compensation as outlined below, may vary depending on the selling and other agreements in place. The additional compensation or reimbursement we pay to certain broker-dealers may be paid in the form of flat fees. However, these payments may be represented as a percentage of expected premium payments. Sales commissions will be paid to registered representatives on purchase payments we receive under these policies. The Company will pay up to a maximum total sales commission of up to 115% of target premium payments in the first policy year, up to 20% of excess target premium payments in the first policy year, up to 20% of target premium payments in the following policy years, and asset based fees of up to 0.25% of policy value in the following policy years.
We generally pay compensation as a percentage of premium payments invested in the policy (“commissions”). The amount of commissions we pay may vary depending on the selling agreement.
Promotional Incentives and Payments
To the extent permitted by FINRA rules and other applicable laws and regulations, 1851 may pay or allow other promotional incentives or payments in the form of cash or other compensation.
56
APPENDIX A – Investment Options 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 1-800-541-0171 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 contract may charge. Expenses would be higher and performance would be lower if these charges were included. Each fund’s past performance is not necessarily an indication of future performance.
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 long-term capital appreciation. | Alger CapitaI Appreciation Portfolio1,2 (Class 1-2 Shares) - Fred Alger Management, LLC | 0.94% | 32.87% | 16.33% | 18.17% |
| Seeks investment results that correspond to the total return performance of U.S. common stocks, as represented by the S&P MidCap 400® Index. | CVT S&P Midcap 400 Index Portfolio (Class I) 3 - Calvert Research and Management/Ameritas Investment Partners, Inc. | 0.33% | 7.14% | 8.77% | 10.37% |
| Seeks to replicate, as closely as possible, before the deduction of expenses, the performance of the Standard & Poor’s 500 Composite Stock Price Index (the “S&P 500® Index”), which emphasizes stocks of large US companies. | DWS
Equity 500 Index VIP (Class A) 3 - DWS Investment Management Americas, Inc. Northern Trust Investments, Inc. |
0.25% | 17.63% | 14.13% | 14.52% |
| Seeks to replicate, as closely as possible, before the deduction of expenses, the performance of the Russell 2000® Index, which emphasizes stocks of small US companies. | DWS
Small Cap Index VIP (Class A) 3 - DWS Investment Management Americas, Inc. Northern Trust Investments, Inc. |
0.37% | 12.64% | 5.84% | 9.33% |
| Provides current income. | Federated
Hermes Fund for U.S. Government Securities II3 - Federated Investment Management Company Federated Advisory Services Company (FASC) |
0.78% | 6.80% | -0.84% | 1.06% |
| Provides current income consistent with stability of principal and liquidity. | Federated
Hermes Government Money Fund II3 - Federated Investment Management Company Federated Advisory Services Company (FASC) |
0.63% | 3.73% | 2.80% | 1.73% |
| Seeks high current income. | Federated
Hermes High Income Bond Fund II3 - Federated Investment Management Company Federated Advisory Services Company (FASC) |
0.81% | 8.23% | 3.70% | 5.59% |
| Seeks to achieve capital appreciation. | Fidelity® VIP Growth Portfolio (Service Class) 3 - FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, Fidelity Management & Research (Japan) Limited | 0.65% | 14.80% | 13.59% | 17.33% |
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 long-term capital appreciation. | Fidelity® VIP ContrafundSM Portfolio (Service Class) 3 - FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, Fidelity Management & Research (Japan) Limited | 0.64% | 21.42% | 15.26% | 15.66% |
| Seeks to provide capital growth. | Fidelity® VIP Growth Opportunities Portfolio (Service Class) 3 - FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, Fidelity Management & Research (Japan) Limited | 0.66% | 21.89% | 11.20% | 19.82% |
| Seeks as high a level of current income as is consistent with the preservation of capital. | Fidelity® VIP Investment Grade Bond Portfolio (Service Class) 3 - FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, Fidelity Management & Research (Japan) Limited | 0.47% | 7.14% | -0.06% | 2.61% |
| Seeks to maximize income while maintaining prospects for capital appreciation. | Franklin Income VIP Fund (Class 2) - Franklin Mutual Advisers, LLC | 0.72% | 12.56% | 7.66% | 7.30% |
| Seeks capital appreciation, with income as a secondary goal. | Franklin Mutual Shares VIP Fund (Class 2) - Franklin Mutual Advisers, LLC | 0.94% | 11.52% | 9.20% | 7.53% |
| Seeks capital appreciation. | Invesco V.I. Discovery Large Cap Fund3, 4 - Invesco Adviser, Inc. | 0.80% | 12.79% | 11.69% | 14.22% |
| Seeks capital appreciation. | Invesco V.I. Global Fund (Series II) - Invesco Adviser, Inc. | 1.06% | 15.05% | 7.01% | 10.72% |
| Seeks capital appreciation. | Invesco V.I. Main Street Small Cap Fund® (Series II) - Invesco Adviser, Inc. | 1.09% | 8.44% | 8.07% | 10.31% |
| Seeks long-term growth of capital. | Invesco V.I. Main Street Mid Cap Fund® (Series I) 1,2 - Invesco Adviser, Inc. | 0.94% | 9.19% | 9.11% | 9.35% |
| Seeks capital growth. | Invesco V.I. American Franchise Fund (Series I) - Invesco Adviser, Inc. | 0.85% | 11.67% | 10.35% | 14.87% |
| Seeks long-term growth of capital. | Invesco V.I. Core Equity Fund (Series I Shares) 1,2 - Invesco Adviser, Inc. | 0.80% | 16.17% | 12.81% | 11.73% |
| Seeks capital appreciation and current income. | Invesco V.I. Equity and Income Fund (Series II) - Invesco Adviser, Inc. | 0.82% | 12.52% | 8.68% | 8.64% |
| Seeks long-term capital appreciation. | Lazard Retirement US Small Cap Equity Select Portfolio (Service Shares) 1,2,3,8 - Lazard Asset Management LLC | 1.10% | 2.18% | 4.82% | 7.22% |
| Seeks high current income and the opportunity for capital appreciation to produce a high total return. | Lord Abbett Bond-Debenture Portfolio (Class VC Shares) - Lord, Abbett & Co. LLC | 1.04% | 8.33% | 2.10% | 4.72% |
A-2
| 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 long-term growth of capital and income without excessive fluctuations in market value. | Lord Abbett Growth and Income Portfolio (Class VC Shares) - Lord, Abbett & Co. LLC | 0.93% | 17.29% | 13.34% | 11.12% |
| Seeks capital appreciation through investments, primarily in equity securities. | Lord Abbett Mid Cap Stock Portfolio (Class VC Shares) - Lord, Abbett & Co. LLC | 1.15% | 7.05% | 10.16% | 7.98% |
| Seeks to provide investors with capital appreciation. | Morningstar Aggressive Growth ETF Asset Allocation Portfolio (Class II) - Morningstar Investment Management LLC | 0.85% | 20.00% | 10.55% | 10.36% |
| Seeks to provide investors with capital appreciation and some current income. | Morningstar Balanced ETF Asset Allocation Portfolio (Class II) - Morningstar Investment Management LLC | 0.84% | 14.82% | 6.61% | 7.25% |
| Seeks to provide investors with capital appreciation | Morningstar Growth ETF Asset Allocation Portfolio (Class II) - Morningstar Investment Management LLC | 0.82% | 17.91% | 8.82% | 9.05% |
| Seeks to provide investors with capital appreciation and some current income. | Morningstar Income and Growth ETF Asset Allocation Portfolio (Class II) - Morningstar Investment Management LLC | 0.84% | 11.70% | 4.43% | 5.46% |
| Seeks growth of capital. | Neuberger Berman AMT Mid Cap Growth Portfolio Class S - Neuberger Berman Investment Advisers LLC | 1.11% | 5.23% | 4.27% | 10.71% |
| Invests predominantly in securities of companies selected in accordance with the Fund's Sustainable Investing Criteria. | Quality Equity Portfolio Class S3, 7 - Neuberger Berman Investment Advisers LLC (“Manager”) is the Fund’s investment manager | 1.12% | 13.43% | 12.54% | 12.66% |
| Seeks maximum real return, consistent with prudent investment management. | PIMCO VIT CommodityRealReturn® Strategy Portfolio (Advisor Class) - PIMCO | 3.29% | 18.85% | 10.47% | 6.43% |
| Seeks maximum real return, consistent with preservation of real capital and prudent investment management | PIMCO VIT Real Return Portfolio (Advisor Class) - PIMCO | 1.49% | 7.74% | 1.11% | 3.11% |
| Seeks maximum total return, consistent with preservation of capital and prudent investment management. | PIMCO VIT Total Return Portfolio (Advisor Class) - PIMCO | 0.83% | 8.78% | -0.08% | 2.26% |
| Seeks to provide total returns that inversely correlate, before fees and expenses, to the price movement of a benchmark for U.S. Treasury debt instruments or futures contracts on a specified debt instrument on a daily basis. | Rydex VT Inverse Government Long Bond Strategy Fund1,2,3 - Security Investors, LLC. / Guggenheim Investments | 5.67% | 1.85% | 12.87% | 1.41% |
A-3
| 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 to provide investment results that match, before fees and expenses, the performance of a specific benchmark on a daily basis. | Rydex VT Nova Fund1,2,3 - Security Investors, LLC. / Guggenheim Investments | 1.74% | 20.87% | 16.53% | 17.73% |
| Seeks long-term capital appreciation. | Templeton Emerging Markets VIP Fund (Class 2)9 - Templeton Asset Management Ltd. | 1.37% | 46.27% | 5.46% | 10.40% |
| Seeks long-term capital growth. | Templeton Foreign VIP Fund (Class 2)3 - Templeton Investment Counsel, LLC | 1.08% | 29.19% | 8.25% | 5.75% |
| Seeks long-term capital growth. | Templeton Growth VIP Fund (Class 2) - Templeton Global Advisors Limited | 1.12% | 23.83% | 7.95% | 7.04% |
| Seeks capital appreciation and current income. | TVST
Touchstone Balanced Fund (Class I)3 - Touchstone Advisors, Inc. Fort Washington Investment Advisors, Inc. |
0.79% | 14.16% | 8.64% | 9.81% |
| Seeks to provide as high a level of current income as is consistent with the preservation of capital. Capital appreciation is a secondary goal. | TVST
Touchstone Bond Fund (Class I)3 - Touchstone Advisors, Inc. Fort Washington Investment Advisors, Inc. |
0.62% | 7.63% | -0.14% | 2.13% |
| Seeks to provide investors with capital appreciation. | TVST
Touchstone Common Stock Fund(Class I)3 - Touchstone Advisors, Inc. Fort Washington Investment Advisors, Inc. |
0.73% | 17.83% | 13.80% | 14.20% |
| Seeks to provide investors with growth of capital. | TVST
Touchstone Small Company Fund3 - Touchstone Advisors, Inc. Fort Washington Investment Advisors, Inc. |
0.76% | 9.72% | 9.10% | 11.37% |
| Seeks capital appreciation and income. | Virtus
Duff & Phelps Real Estate Securities Series A - Virtus Investment Advisers, LLC (“VIA”) Duff & Phelps Investment Management Co. |
1.10% | 0.72% | 6.06% | 5.95% |
| Seeks long-term growth of capital | Virtus
KAR Capital Growth Series A3 - Virtus Investment Advisers, LLC (“VIA”) Kayne Anderson Rudnick Investment Management, LLC |
1.03% | 6.96% | 5.43% | 13.10% |
A-4
| 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 capital appreciation and current income | Virtus
KAR Equity Income Series A3 - Virtus Investment Advisers, LLC (“VIA”) Kayne Anderson Rudnick Investment Management, LLC |
0.98% | 13.92% | 7.76% | 9.68% |
| Seeks long-term capital growth. | Virtus
KAR Small-Cap Growth Series A3 - Virtus Investment Advisers, LLC (“VIA”) Kayne Anderson Rudnick Investment Management, LLC |
1.14% | -22.62% | -5.76% | 11.33% |
| Seeks long-term capital appreciation. | Virtus
KAR Small-Cap Value Series A3 - Virtus Investment Advisers, LLC (“VIA”) Kayne Anderson Rudnick Investment Management, LLC |
1.10% | -4.50% | 2.57% | 8.90% |
| Seeks long-term total return. | Virtus
Newfleet Multi-Sector Intermediate Bond Series A3 - Virtus Investment Advisers, LLC (“VIA”) Newfleet Asset Management, LLC |
0.94% | 7.58% | 2.52% | 4.23% |
| Seeks high total return consistent with reasonable risk | Virtus
SGA International Growth Series A3 - Virtus Investment Advisers, LLC (“VIA”) Sustainable Growth Advisers, LP |
1.10% | 9.26% | 1.42% | 4.10% |
| Seeks high total return over an extended period of time consistent with prudent investment risk | Virtus
Tactical Allocation Series (Class A Shares)3 - Virtus Investment Advisers, LLC (“VIA”) Kayne Anderson Rudnick Investment Management, LLC (“KAR”) is the subadviser for the equity portion of the Series, and Newfleet Asset Management, LLC (“Newfleet”) is the subadviser for the fixed income portion of the Series. |
0.95% | 6.79% | 2.09% | 7.77% |
A-5
| 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 long-term capital appreciation. | Columbia Variable Portfolio - Acorn International Fund3, 5 - Columbia Management Investment Advisers, LLC (effective Jul 7, 2025; previously Columbia Wanger Asset Management, LLC) | 1.08% | 12.76% | -1.00% | 4.31% |
| Seeks long-term capital appreciation. | Columbia Variable Portfolio - Acorn Fund3, 6 - Columbia Management Investment Advisers, LLC (effective Jul 7, 2025; previously Columbia Wanger Asset Management, LLC) | 0.91% | 4.47% | 1.02% | 8.66% |
1 This fund is closed to new investors.
2 For contract owners who had value allocated to a fund before its applicable closure date, the following restrictions apply: (1) only regular purchase payments are allowed into the fund; (2) no transfers from other funds are allowed into the fund; (3) existing allocation percentages may only be reduced and the fund may not be added to an allocation schedule; (4) existing dollar cost averaging (“DCA”) percentages may only be reduced and the fund may not be added to a DCA allocation schedule; and (5) existing rebalancing percentages may only be reduced and the fund may not be added to the rebalancing allocation schedule.
3 The current expenses of this fund reflect a temporary fee waiver or expense reimbursement arrangement.
4 Formerly known as Invesco V.I. Capital Appreciation Fund.
5 Formerly known as Wanger International.
6 Formerly known as Wanger Acorn.
7 Formerly known as Neuberger Berman AMT Sustainable Equity Portfolio Class S.
8 Effective May 20, 2026, this fund will no longer be available for investment by new or existing investors.
9 Formerly known as Templeton Developing Markets VIP Fund (Class 2).
A-6
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
Additional information about the Flex Edge policy (the “Policy”) and the Nassau Life Variable Universal Life Account (the “Separate Account”) is contained in the Statement of Additional Information (“SAI”) dated May 1, 2026, which has been filed with the Securities and Exchange Commission (“SEC”) and is incorporated by reference into this prospectus.
The SAI, personalized illustrations of death benefits, cash surrender values and cash values are available, without charge, upon request. Inquiries and requests for the SAI and other requests should be directed in writing to our Customer Service Office (see glossary for contact information) or by telephone (800) 541-0171. Reports and other information about the Separate Account are available on the SEC’s website at http://www.sec.gov. Copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following email address: [email protected].
EDGAR contract identifier number: C000020886
PART B
Flex Edge
Flex Edge Success®/Joint Edge®
Individual Edge®
Nassau Life Variable Universal Life Account
Issued by: Nassau Life Insurance Company
| STATEMENT OF ADDITIONAL INFORMATION | May 1, 2026 |
Flexible Premium Fixed and Variable Universal Life Insurance Policies
This Statement of Additional Information (“SAI”) is not a prospectus and should be read in conjunction with the prospectus, dated May 1, 2026. You may obtain a copy of each prospectus without charge by contacting Nassau Life Insurance Company (“Nassau”) at the address or telephone number below or by visiting our website at www.nfg.com. Defined terms used in the current prospectuses are incorporated in this SAI.
If you have any questions, please contact us at our Customer Service Office.
1
TABLE OF CONTENTS
1
Nassau, with its home office at One American Row, Hartford, Connecticut 06102, is a stock life insurance company organized under the laws of the State of New York . Nassau 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 Nassau is located at 15 Tech Valley Drive, East Greenbush, New York 12061.
The immediate parent of Nassau 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 Nassau 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.
Nassau is part of Nassau Financial Group L.P. (the “Nassau Group”). Nassau, which at the time was named Phoenix Life Insurance Company, was acquired by the Nassau Group in 2016. In connection with that acquisition, Phoenix Life Insurance Company was re-named Nassau Life Insurance Company in 2018. Other affiliates of Nassau include 1851 Securities, Inc., which is the underwriter for the contracts, and the Nassau Companies of New York, which will provide administrative services for the contracts.
The Nassau Group, through Nassau and its affiliates, offers life insurance, annuities, long term care, and other insurance products, as well as sales, distribution, asset management, and long-term reinsurance services.
Nassau established the Nassau Life Variable Universal Life Account, formerly known as the Phoenix Life Variable Universal Life Account (“Separate Account”) as a separate account under New York insurance law on June 17, 1985. The Separate Account is registered with the SEC as a unit investment trust under the Investment Company Act of 1940 (the “1940 Act”) under which it meets the definition of a “separate account.”
All income, gains or losses of the Separate Account will be credited to or charged against amounts placed in the Separate Account without regard to the other income, gains and losses of Nassau. The assets of the Separate Account may not be charged with liabilities arising out of any other business we may conduct. Obligations under the policies are obligations of Nassau. Nassau serves as custodian of the assets of the Separate Account.
The Separate Account is divided into investment options, each of which is available for allocation of policy value. Each investment option will invest solely in a single investment portfolio of a fund. Each portfolio has its own specified investment objective. The policy value allocated to the Separate Account depends on the investment performance of the underlying funds. The policy owner bears the full investment risk for all monies invested in the Separate Account.
Reinvestment and Redemption
All dividend distributions of a fund are automatically reinvested in shares of the fund at their net asset value on the date of distribution; any capital gains distributions of a fund are likewise reinvested at the net asset value on the record date. Nassau redeems fund shares at their net asset value to the extent necessary to make payments under the policy.
Substitution of Investments
We reserve the right to make additions to, deletions from, or substitutions for the investments held by the Separate Account, subject to compliance with the law as currently applicable or as subsequently changed.
1
If the shares of any of the portfolios of a fund should no longer be available for investment, or, if in our judgment, further investment in shares of any of the portfolios becomes inappropriate in view of the objectives of the policy, then we may substitute shares of another fund for shares already purchased, or to be purchased in the future. No substitution of fund shares held by the Separate Account may take place without prior approval of the SEC and prior notice to you. In the event of a substitution, you will be given the option of transferring the policy value from the affected investment option to another investment option without penalty.
Determination of Investment Option Values
We establish the unit value of each investment option on the first valuation date of that investment option. The unit value of an investment option on any other valuation date is determined by multiplying the unit value of that investment option on the previous valuation date by the net investment factor for that investment option for the then current valuation period. The unit value of each investment option on a day other than a valuation date is the unit value on the next valuation date. Unit values are carried to six decimal places. The unit value of each investment option on a valuation date is determined at the end of that day.
The net investment factor for each investment option is determined by the investment performance of the assets held by the investment option during the valuation period. Each valuation will follow applicable law and accepted procedures. The net investment factor is determined by the formula:
| (A) + (B) | – (D) where: | |
| (C) |
| (A) | = | the value of the assets in the investment option on the current valuation date, including accrued net investment income and realized and unrealized capital gains and losses, but excluding the net value of any transactions during the current valuation period. | ||
| (B) | = | the amount of any dividend (or, if applicable, any capital gain distribution) received by the investment option if the “ex-dividend” date for shares of the fund occurs during the current valuation period. | ||
| (C) | = | the value of the assets in the investment option as of the prior valuation date, including accrued investment income and realized and unrealized capital gains and losses, and including the net value amount of any deposits and withdrawals made during the valuation period ending on that date. | ||
| (D) | = | the sum of the following daily charges multiplied by the number of days in the current valuation period: | ||
1. the mortality and expense risk charge; and
2. the charge, if any, for taxes and reserves for taxes on investment income, and realized and unrealized capital gains.
Administrative, Marketing and Support Services
Nassau and/or the principal underwriter for the policies have entered into agreements with the investment adviser, subadviser, distributor, and/or affiliated companies of most of the underlying funds for providing certain administrative, marketing, or other support services to the underlying funds.
These payments reflect in part service expense savings derived by the funds by having a sole shareholder rather than multiple shareholders in connection with the Separate Account’s investments in the funds. Proceeds of these payments may be used for any corporate purpose, including payment of expenses that Nassau and the principal underwriter for the policies incur in promoting, issuing, distributing and administering the policies.
The payments are generally based on a percentage of the average assets of each underlying fund allocated to the variable investment options under the policy or other policies offered by Nassau. Aggregate fees relating to the different underlying funds vary and may be as much as 0.40% of the average net assets of an underlying fund attributable to the policies.
2
Other Service Providers
Beginning January 2022, management-related services to the Separate Account formerly provided by BNY Mellon began to be provided instead by Zinnia (previously known as SE2, LLC) and Security Distributors, LLC (an affiliate of Zinnia) pursuant to a Master Services Agreement (the “SE2 Agreement”) that those entities have entered into with the Nassau Companies of New York. The services provided under the “SE2 Agreement” are extensive, and include mail services and records management, services in support of new business, underwriting, contract holder engagement, financial administration of the contracts, claims, services with respect to annuitizations, actuarial services, and several other matters.
The Company pays Zinnia fees for these services. These fees are varied and include fees tied to the number of contracts/policies serviced each month as well as fees based on hours devoted by Zinnia personnel. During 2022, 2023, and 2024, the Company has paid Zinnia the fees listed below for services provided to the Separate Account. Zinnia’s administrative office address is P.O. Box 758573 Topeka, KS 66675-8573.
| Year Ended December 31, | Fee Paid | |||||
| 2023 | $ | 164,898.89 | ||||
| 2024 | $ | 191,351.43 | ||||
| 2025 | $ | 196,894.39 | ||||
Prior to 2022, services to the Separate Account were provided by BNY Mellon. Those services included 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.
Independent Registered Public Accounting Firm. KPMG LLP, Two Financial Center, 60 South Street, Boston Massachusetts 02111, is the independent registered public accounting firm for the Separate Account and the independent auditor for NNY.
Information Sharing Agreements
Nassau has entered into information sharing agreements with the underlying funds as required by Rule 22c-2 of the Investment Company Act of 1940. The purpose of the information sharing is to monitor and, if necessary, warn and restrict policy owners who may be engaging in disruptive trading practices as determined by Nassau or the underlying funds in accordance with their established policies.
3
1851 Securities, Inc. (“1851”) is the principal underwriter for the policies pursuant to an underwriting agreement dated January 1, 2012. 1851 is under common control with Nassau. 1851 is contracted as underwriter, to offer these policies on a continuous basis. The gross commissions paid to 1851 with respect to the variable life insurance policies registered in this registration statement were $650,851 in 2025, $737,064 in 2024, and $715,817 in 2023. 1851 does not retain any of the commissions paid to it. All underwriting commission costs are borne directly by Nassau. 1851’s principal business address is One American Row, Hartford, CT 06102-5056.
Additional Information about Charges
Reduction in Charges
Each policy is available for purchase by individuals and groups. We may reduce or eliminate the mortality and expense risk charge, monthly administrative charge, monthly cost of insurance charges, surrender charges or other charges normally assessed where we expect that factors below will result in savings of sales, underwriting, administrative or other costs.
Eligibility for the amount of these reductions will be determined by a number of factors including:
| ● | the number of insureds, |
| ● | total premiums expected to be paid, |
| ● | total assets under management for the policyowner, |
| ● | the nature of the relationship among individual insureds, |
| ● | the purpose for which the policies are being purchased, |
| ● | where there is a preexisting relationship with us, such as being an employee of Nassau or its affiliates and their spouses; or employees or agents who retire from Nassau or its affiliates or 1851, or its affiliates or registered representatives of the principal underwriter and registered representatives of broker-dealers with whom 1851 has selling agreements, |
| ● | internal transfers from other policies or contracts issued by the company or an affiliate, or making transfers of amounts held under qualified plans sponsored by the company or an affiliate, and |
| ● | other circumstances which in our opinion are rationally related to the expected reduction in expenses. |
Any variations in the charge structure will be determined in a uniform manner, reflecting differences in costs of services and not unfairly discriminatory to policyholders.
Safekeeping of the Separate Account’s Assets
We hold the assets of the Separate Account separate and apart from our General Account. We maintain records of all purchases and redemptions of fund shares.
We are subject to the provisions of the New York insurance laws applicable to life insurance companies and to regulation and supervision by the New York State Superintendent of Financial Services. We also are subject to the applicable insurance laws of all the other states and jurisdictions in which we do insurance business.
State regulation of Nassau includes certain limitations on investments we may make, including investments for the Separate Account and the Guaranteed Interest Account. State regulation does not include any supervision over the Separate Account’s investment policies.
We will provide all policy owners with all reports required by the 1940 Act and related regulations or by any other applicable law or regulation.
4
The financial statements of each of the subaccounts of Nassau Life Variable Universal Life Account 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. 811-04721), 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.
5
Part C
Other Information
| Item 30. | Exhibits |
| (a) | Board of Directors Resolution |
| (b) | Custodian Agreements |
Not applicable.
| (c) | Underwriting Contracts |
| (d) | Contracts |
1
2
| (e) | Applications |
Version A:
| (1) | Form of application for Flex Edge is incorporated by reference to Registrant’s Post-Effective Amendment No. 13 on Form S-6 (File No. 033-23251), filed via EDGAR on April 26, 1996. |
Version B:
| (1) | Form of application for Joint Edge ® is incorporated by reference to Registrant’s Post-Effective Amendment No. 13 on Form S-6 (File No. 033-23251), filed via EDGAR on April 26, 1996. |
| (2) | Form of application for Flex Edge Success® is incorporated by reference to Registrant’s Post-Effective Amendment No. 13 on Form S-6 (File No. 033-23251), filed via EDGAR on April 26, 1996. |
Version C:
| (1) | Form of application for Individual Edge® is incorporated by reference to Registrant’s Post-Effective Amendment No. 17 on Form S-6 (File No. 033-23251), filed via EDGAR on July 27, 1999. |
| (f) | Depositor’s Certificate of Incorporation and Bylaws |
| (g) | Reinsurance Contracts |
3
| (h) | Participation Agreements |
4
5
6
| (i) | Administrative Contracts |
| (j) | Other Material Contracts |
7
| (9) | BNY Mellon Administrative Agreements. |
| (k) | Legal Opinion |
| (l) | Actuarial Opinion |
Not applicable.
| (m) | Calculation |
Not applicable.
| (n) | Other Opinions |
Consents of Independent Registered Public Accounting Firm – FILED HEREWITH
| (o) | Omitted Financial Statements |
Not applicable.
| (p) | Initial Capital Agreements |
Not applicable.
8
| (q) | Redeemability Exemption |
| (r) | Form of Initial Summary Prospectuses. |
Not applicable.
| (s) | Powers of Attorney |
| Item 31. | Directors and Officers of the Depositor. |
The principal business address of each individual listed below is One American Row, Hartford, Connecticut 06102-5056.
| Name and Principal Business Address | Positions and Offices with Depositor | |
| Phillip J. Gass | President, Chief Executive Officer and Director | |
| Kostas Cheliotis | Vice President, General Counsel, Secretary and Director | |
| Thomas M. Buckingham | Vice President, Chief Growth Officer and Director | |
| Kathy Belfi | Director | |
| Kevin J. Gregson | Director | |
| Leland C. Launer | Director | |
| Thomas Williams | 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 | |
| Joel Cordoba | Assistant Treasurer | |
| Michael Donovan | Vice President, Chief Actuary | |
| Susan L. Guazzelli | Assistant Treasurer | |
| Michael Magarian | Vice President, Chief Accounting Officer | |
| John Murphy | Vice President, Corporate Auditor | |
| Joseph Orofino | Vice President, Chief Investment Officer | |
| Jordan Price | Vice President, Chief Financial Officer and Treasurer | |
| Sean Ryan | Vice President, Chief Information Security Officer | |
| Ping Shao | Chief Compliance Officer, Anti-Money Laundering Officer | |
| Barry Stopler | Assistant Treasurer | |
| Angelus Tammaro | Assistant Vice President, Deputy Chief Compliance Officer | |
| Vernon Young | Vice President, Group Chief Risk Officer | |
| Susan Zophy | Vice President, Chief Service Officer |
9
| 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%
10
| 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%).
11
| 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%.
10
| Item 33. | Indemnification |
Section 6.1 of the By-laws of Nassau provides as follows:
To the full extent permitted by the laws of the State of New York, Nassau 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:
is or was a director, officer or employees of the company; or
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 Nassau and 1851 Securities, Inc., Nassau 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, Nassau 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.
11
| Item 34. | Principal Underwriter. |
| 1. | 1851 Securities, Inc. (“1851 Securities”) |
| (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 Nassau or affiliates thereof. 1851 Securities, Inc. does not serve as depositor, sponsor or investment adviser to any investment companies. |
| (b) | Directors and Executive Officers of 1851 Securities. |
The following are the directors and officers of 1851 Securities, Inc. Unless otherwise noted, each director’s and officer’s business address is One American Row, Hartford, CT 06102.
| Name | Position | |
| 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 |
1851 Securities received no compensation from the Registrant during the last fiscal year for sales of the contract.
| (c) | Name of Principal Underwriter |
Net Underwriting Discounts and Commissions |
Compensation on Redemption |
Brokerage Commissions |
Other Compensation |
|||||||||||||
| 1851 Securities | 0 | 0 | 0 | 0 | ||||||||||||||
| 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. |
All management contracts are discussed in Part A and Part B of this Registration Statement.
| Item 37. | Fee Representation. |
Pursuant to Section 26(f)(2)(A) of the Investment Company Act of 1940, as amended, Nassau Life Insurance Company represents that the fees and charges deducted under the policies, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred and the risks to be assumed thereunder by Nassau Life Insurance Company.
12
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 date of April, 2026.
| NASSAU LIFE VARIABLE UNIVERSAL LIFE ACCOUNT (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. 033-23251 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 |
ATTACHMENTS / EXHIBITS
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