As filed with the Securities and Exchange Commission on June 19, 2015

  File No. 333-201920
  File No. 811-8537

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933   o

  PRE-EFFECTIVE AMENDMENT NO. 1   x

  POST-EFFECTIVE AMENDMENT NO.   o

and/or
  REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940  
o

  Amendment No. 39   x

Variable Annuity Account A of
Protective Life

(Exact Name of Registrant)

Protective Life and Annuity Insurance Company

(Name of Depositor)

2801 Highway 280 South

Birmingham, Alabama 35223

(Address of Depositor's Principal Executive Offices)

(205) 268-1000

(Depositor's Telephone Number, including Area Code)

MAX BERUEFFY, Esquire

Protective Life and Annuity Insurance Company

2801 Highway 280 South

Birmingham, Alabama, 35223

(Name and Address of Agent for Services)

Copy to:

STEPHEN E. ROTH, Esquire

THOMAS E. BISSET, Esquire

Sutherland Asbill & Brennan LLP

700 Sixth Street, NW, Suite 700

Washington, D.C. 20001-3980

(202) 383-0118

Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until Registrant shall file a further amendment which specifically states that this Registration Statement shall become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Title of Securities Being Registered: Interests in a separate
account issued through variable annuity contracts.




Subject to Completion dated [June 19, 2015]

Broker-Dealer Use Only: This prospectus is for training purposes only and is not approved for distribution to, or use with, the public.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Protective Variable Annuity NY II B Series

  Protective Life and Annuity Insurance Company
Variable Annuity Account A of Protective Life
P.O. Box 10648
Birmingham, Alabama 35202-0648
Telephone: 1-800-456-6330
www.protective.com
 

This Prospectus describes an individual flexible premium deferred variable and fixed annuity contract offered by Protective Life and Annuity Insurance Company (the "Contract"). The Contract is designed for investors who desire to accumulate capital on a tax deferred basis for retirement or other long term investment purpose. It may be purchased on a non-qualified basis or for use with certain qualified retirement plans.

You generally may allocate your investment in the Contract among the Guaranteed Account (if it is available when you purchase your Contract) and the Sub-Accounts of the Variable Annuity Account A of Protective Life. If you purchase the SecurePay 5 rider or the Protective Income Manager rider, your options for allocating Purchase Payments and Contract Value will be restricted. (See "Protected Lifetime Income Benefits.") The Sub-Accounts invest in the following Funds:

AIM Variable Insurance Funds (Invesco Variable Insurance Funds)

Invesco V.I. American Value Fund, Series II

Invesco V.I. Balanced Risk Allocation Fund, Series II

Invesco V.I. Comstock Fund, Series II

Invesco V.I. Equity and Income Fund, Series II

Invesco V.I. Global Real Estate Fund, Series II

Invesco V.I. Government Securities Fund, Series II

Invesco V.I. Growth and Income Fund, Series II

Invesco V.I. International Growth Fund, Series II

Invesco V.I. Mid Cap Growth Fund, Series II

Invesco V.I. Small Cap Equity Fund, Series II

American Funds Insurance Series

Asset Allocation Fund SM , Class 4

Blue Chip Income and Growth Fund SM , Class 4

Global Growth Fund SM , Class 4

Global Small Capitalization Fund SM , Class 4

Growth Fund SM , Class 4

International Fund SM , Class 4

New World Fund SM , Class 4

Fidelity ® Variable Insurance Products

VIP Contrafund ® Portfolio, SC2

VIP Index 500 Portfolio, SC2

VIP Investment Grade Bond Portfolio, SC2

VIP Mid Cap Portfolio, SC2

Franklin Templeton Variable
Insurance Products Trust

Franklin Flex Cap Growth VIP Fund, Class 2

Franklin Income VIP Fund, Class 2

Franklin Rising Dividends VIP Fund, Class 2

Franklin Small Cap Value VIP Fund, Class 2

Franklin Small-Mid Cap Growth VIP Fund, Class 2

Franklin U.S. Government Securities VIP Fund, Class 2

Franklin Mutual Shares VIP Fund, Class 2

Templeton Developing Markets VIP Fund, Class 2

Templeton Foreign VIP Fund, Class 2

Templeton Global Bond VIP Fund, Class 2

Templeton Growth VIP Fund, Class 2

Goldman Sachs Variable Insurance Trust

Core Fixed Income Fund, Service Class

Global Trends Allocation Fund, Service Class

Growth Opportunities Fund, Service Class

Mid Cap Value Fund, Service Class

Strategic Growth Fund, Service Class

Strategic International Equity Fund, Service Class

Legg Mason Partners Variable Equity Trust

ClearBridge Variable Mid Cap Core Portfolio, Class II

ClearBridge Variable Small Cap Growth Portfolio, Class II

QS Dynamic Multi-Strategy VIT Fund, Class II

Lord Abbett Series Fund, Inc.

Fundamental Equity Portfolio, Value Class

Calibrated Dividend Growth Portfolio, Value Class

Bond-Debenture Portfolio, Value Class

Growth Opportunities Portfolio, Value Class

Mid-Cap Stock Portfolio, Value Class

Oppenheimer Variable Account Funds

Capital Appreciation Fund/VA, SS

Global Fund/VA, SS

Main Street Fund/VA, SS

Money Fund/VA

Global Strategic Income Fund/VA, SS

PIMCO Variable Insurance Trust

All Asset Portfolio, Advisor Class

Global Diversified Allocation Portfolio, Advisor Class

Long-Term US Government Portfolio, Advisor Class

Low Duration Portfolio, Advisor Class

Real Return Portfolio, Advisor Class

Short-Term Portfolio, Advisor Class

Total Return Portfolio, Advisor Class

Royce Capital Fund

Small-Cap Fund, Service Class

The value of your Contract that is allocated to the Sub-Accounts will vary according to the investment performance of the Funds in which the selected Sub-Accounts are invested. You bear the investment risk on amounts you allocate to the Sub-Accounts.

This Prospectus sets forth basic information about the Contract and the Variable Account that a prospective investor should know before investing. The Statement of Additional Information, which has been filed with the Securities and Exchange Commission, contains additional information about the Contract and the Variable Account. The Statement of Additional Information is dated the same date as this Prospectus and is incorporated herein by reference. The Table of Contents for the Statement of Additional Information is on the last page of this Prospectus. You may obtain a copy of the Statement of Additional Information free of charge by writing or calling Protective Life at the address or telephone number shown above. You may also obtain an electronic copy of the Statement of Additional Information, as well as other material that we file electronically and certain material incorporated by reference, at the SEC web site (http://www.sec.gov).

Please read this prospectus carefully. You should keep a copy for future reference.

The Protective Variable Annuity NY II B Series Contract is not a deposit or obligation of, or guaranteed by, any bank or financial institution. It is not insured by the Federal Deposit Insurance Corporation or any other government agency, and it is subject to investment risk, including the possible loss of principal.

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus is July 20, 2015

PRO.PVABNY.07.15



TABLE OF CONTENTS

   

Page

 

DEFINITIONS

   

3

   
FEES AND EXPENSES    

5

   
SUMMARY    

8

   
The Contract    

8

   

Federal Tax Status

   

11

   

THE COMPANY, VARIABLE ACCOUNT AND FUNDS

   

12

   

Protective Life and Annuity Insurance Company

   

12

   

Variable Annuity Account A of Protective Life

   

12

   

Administration

   

12

   

The Funds

   

12

   
AIM Variable Insurance Funds (Invesco Variable
Insurance Funds)
   

13

   

American Funds Insurance Series

   

14

   
Fidelity ® Variable Insurance Products    

14

   

Franklin Templeton Variable Insurance Products Trust

   

14

   

Goldman Sachs Variable Insurance Trust

   

15

   
Legg Mason Partners Variable Equity Trust    

16

   
Lord Abbett Series Fund, Inc.    

16

   

Oppenheimer Variable Account Funds

   

16

   

PIMCO Variable Insurance Trust

   

16

   

Royce Capital Fund

   

17

   
Selection of Funds    

18

   

Asset Allocation Model Portfolios

   

18

   
Other Information about the Funds    

19

   
Certain Payments We Receive with Regard to the Funds    

19

   
Other Investors in the Funds    

20

   
Addition, Deletion or Substitution of Investments    

20

   
DESCRIPTION OF THE CONTRACT    

21

   
The Contract    

21

   

Parties to the Contract

   

21

   

Issuance of a Contract

   

22

   

Purchase Payments

   

22

   

Right to Cancel

   

23

   

Allocation of Purchase Payments

   

23

   
Variable Account Value    

24

   
Transfers    

25

   
Surrenders and Withdrawals    

29

   
THE GUARANTEED ACCOUNT    

31

   

DEATH BENEFIT

   

32

   
PROTECTED LIFETIME INCOME BENEFITS    

36

   
SecurePay 5    

37

   
Protective Income Manager    

50

   
Allocation Guidelines and Restrictions for Protected
Lifetime Income Benefits
   

59

   
SUSPENSION OR DELAY IN PAYMENTS    

63

   
SUSPENSION OF CONTRACTS    

63

   
CHARGES AND DEDUCTIONS    

63

   
Surrender Charge    

63

   
Mortality and Expense Risk Charge    

66

   
Administration Charge    

66

   
Death Benefit Fee    

66

   
SecurePay Fee    

66

   
Protective Income Manager Fee    

67

   
Transfer Fee    

68

   
Contract Maintenance Fee    

68

   
Fund Expenses    

68

   
Premium Taxes    

68

   
Other Taxes    

68

   
Other Information    

68

   
ANNUITY PAYMENTS    

68

   
Annuity Date    

68

   
Annuity Value    

69

   
Annuity Income Payments    

69

   
Annuity Options    

70

   
Minimum Amounts    

71

   
Death of Annuitant or Owner After Annuity Date    

71

   
YIELDS AND TOTAL RETURNS    

71

   
Yields    

71

   
Total Returns    

71

   
Standardized Average Annual Total Returns    

72

   
Non-Standard Average Annual Total Returns    

72

   
Performance Comparisons    

72

   
Other Matters    

73

   
FEDERAL TAX MATTERS    

73

   
Introduction    

73

   
The Company's Tax Status    

73

   
TAXATION OF ANNUITIES IN GENERAL    

73

   
Tax Deferral During Accumulation Period    

73

   
Taxation of Withdrawals and Surrenders    

74

   
Taxation of Annuity Payments    

75

   
Tax Consequences of Protected Lifetime Income Benefits    

75

   
Taxation of Death Benefit Proceeds    

76

   
Assignments, Pledges, and Gratuitous Transfers    

76

   
Penalty Tax on Premature Distributions    

76

   
Aggregation of Contracts    

77

   
Exchanges of Annuity Contracts    

77

   
Loss of Interest Deduction Where Contract Is Held by or for the Benefit of Certain Nonnatural Persons    

77

   
QUALIFIED RETIREMENT PLANS    

77

   
In General    

77

   
Protected Lifetime Income Benefits    

80

   
Direct Rollovers    

80

   
FEDERAL INCOME TAX WITHHOLDING    

81

   
GENERAL MATTERS    

81

   
Error in Age or Gender    

81

   
Incontestability    

81

   
Non-Participation    

81

   
Assignment or Transfer of a Contract    

82

   
Notice    

82

   
Modification    

82

   
Reports    

82

   
Settlement    

82

   
Receipt of Payment    

82

   
Protection of Proceeds    

82

   
Minimum Values    

82

   
Application of Law    

82

   
No Default    

82

   
DISTRIBUTION OF THE CONTRACTS    

83

   
Distribution    

83

   
Selling Broker-Dealers    

83

   
Inquiries    

84

   
LEGAL PROCEEDINGS    

84

   

CYBER-SECURITY RISKS

   

85

   
VOTING RIGHTS    

85

   
FINANCIAL STATEMENTS    

86

   
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
   

87

   

APPENDIX A: Death Benefit calculation examples

   

A-1

   

APPENDIX B: Surrender Charge calculation examples

   

B-1

   

APPENDIX C: Variable Annuitization calculation

   

C-1

   

APPENDIX D: Condensed Financial Information

   

D-1

   

APPENDIX E: Example of SecurePay 5 Rider

   

E-1

   
APPENDIX F: Example of the Protective Income
Manager Rider
   

F-1

   
APPENDIX G: Protective Income Manager Rider
Payment Factors
   

G-1

   
APPENDIX H: Example of Joint Life Coverage With
Significant Age Difference Between Covered Persons
Under the Protective Income Manager Rider
   

H-1

   


2



DEFINITIONS

"We", "us", "our", "Protective Life", and "Company" refer to Protective Life and Annuity Insurance Company. "You", "your" and "Owner" refer to the person(s) who has been issued a Contract.

Accumulation Unit: A unit of measure used to calculate the value of a Sub-Account prior to the Annuity Date.

Administrative Office: Protective Life and Annuity Insurance Company, P. O. Box 10648, Birmingham, Alabama 35202-0648 (for Written Notice sent by U.S. postal service) or Protective Life and Annuity Insurance Company, 2801 Highway 280 South, Birmingham, Alabama 35223 (for Written Notice sent by a nationally recognized overnight delivery service).

Annual Withdrawal Amount or AWA: The maximum amount that may be withdrawn from the Contract under the SecurePay 5 rider each Contract Year after the Benefit Election Date without reducing the Benefit Base.

Annuity Date: The date as of which the Annuity Value is applied to an Annuity Option.

Annuity Option: The payout option under which the Company makes annuity income payments.

Annuity Value: The amount we apply to the Annuity Option you have selected.

Assumed Investment Return: The assumed annual rate of return used to calculate the amount of the variable income payments.

Benefit Election Date:  The date you choose to start your SecurePay Withdrawals.

Code: The Internal Revenue Code of 1986, as amended.

Contract: The Protective Variable Annuity NY II B Series, a flexible premium, deferred, variable and fixed annuity contract.

Contract Anniversary: The same month and day as the Issue Date in each subsequent year of the Contract.

Contract Value: Before the Annuity Date, the sum of the Variable Account value and the Guaranteed Account value.

Contract Year: Any period of 12 months commencing with the Issue Date or any Contract Anniversary.

Covered Person: The person or persons upon whose lives the benefits of the SecurePay rider or Protective Income Manager rider, as applicable, are based. There may not be more than two Covered Persons.

DCA: Dollar cost averaging.

DCA Accounts: A part of the Guaranteed Account, but separate from the Fixed Account. The DCA Accounts are designed to transfer amounts to the Sub-Accounts of the Variable Account systematically over a designated period.

Death Benefit: The amount we pay to the beneficiary if an Owner dies before the Annuity Commencement Date.

Excess Withdrawals:  Any portion of a withdrawal that, when aggregated with all prior withdrawals during a Contract Year, exceeds the maximum withdrawal amount permitted under one of the Protected Lifetime Income Benefits.

Fixed Account: A part of the Guaranteed Account, but separate from the DCA Accounts. Amounts allocated or transferred to the Fixed Account earn interest from the date the funds are credited to the account.

Fund: Any investment portfolio in which a corresponding Sub-Account invests.

Good Order ("good order"): Instructions that we receive at our Administrative Office within the prescribed time limits, if any, specified in the Contract for the transaction requested. The instructions must be on our form or in a form satisfactory to us that includes all the information necessary for us to execute the requested transaction, and must be signed by the individual authorized to make the transaction. To be in "good order", instructions must be sufficiently clear so that we do not need to exercise any discretion to follow such instructions.

Guaranteed Account: The Fixed Account the DCA Accounts and any other Investment Option we may offer with interest rate guarantees.

Investment Option: Any account to which you may allocate Purchase Payments or transfer Contract Value under this Contract. The Investment Options are the Sub-Accounts of the Variable Account and the Guaranteed Account available in this Contract.

Issue Date: The date as of which we credit the initial Purchase Payment to the Contract and the date the Contract takes effect.

Maximum Annuity Date:  The latest date on which you must surrender or annuitize the Contract, currently the oldest Owner's or Annuitant's 95 th birthday.


3



Monthly Anniversary Date: The same day each month as the Issue Date, or the last day of any month that does not have the same day as the Issue Date.

Optimal Withdrawal Amount: The maximum amount that you may withdraw from your Contract Value each Contract Year without reducing or eliminating the benefits under the Protective Income Manager rider.

Owner: The person or persons who own the Contract and are entitled to exercise all rights and privileges provided in the Contract.

Prohibited Allocation Instruction:  An instruction from you to allocate Purchase Payments or Contract Value or to take withdrawals that is not consistent with the Allocation Guidelines and Restrictions required in order to maintain one of the Protected Lifetime Income Benefits. If we receive a Prohibited Allocation Instruction, we will terminate your Protected Lifetime Income Benefits.

Protected Lifetime Income Benefits:  The optional SecurePay 5 and Protective Income Manager benefits offered with the Contract.

Purchase Payment: The amount(s) paid by the Owner and accepted by the Company as consideration for this Contract.

Qualified Contracts: Contracts issued in connection with retirement plans that receive favorable tax treatment under Sections 401, 408, 408A or 457 of the Code.

Qualified Plans: Retirement plans that receive favorable tax treatment under Sections 401, 408, 408A or 457 of the Code.

Rider Issue Date: The date a Protected Lifetime Income Benefit rider is issued; at present, these riders are issued only on the Contract Issue Date.

Sub-Account: A separate division of the Variable Account.

Valuation Date: Each day on which the New York Stock Exchange is open for business.

Valuation Period: The period which begins at the close of regular trading on the New York Stock Exchange (usually 3:00 p.m. Central Time) on any Valuation Date and ends at the close of regular trading on the next Valuation Date. A Valuation Period ends earlier if the New York Stock Exchange closes early on certain scheduled days (such as the Friday after Thanksgiving or Christmas Eve) or in case of an emergency.

Variable Account: The Variable Annuity Account A of Protective Life, a separate investment account of Protective Life.

Written Notice: A notice or request submitted in writing in Good Order that we receive at the Administrative Office via U.S. postal service or nationally recognized overnight delivery service. Please note that we use the term "written notice" in lower case to refer to a notice that we may send to you.


4



FEES AND EXPENSES

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Contract. The first table describes the fees and charges that you will pay at the time you buy the Contract, take a withdrawal from or surrender the Contract, or transfer amounts among the Sub-Accounts and/or the Guaranteed Account. We may also deduct state premium taxes, if applicable.

OWNER TRANSACTION EXPENSES

Sales Charge Imposed on Purchase Payments

   

None

   
Transfer Fee (1)    

$

25

   
SecurePay Medical Evaluation Fee (2)    

$

300

   
Premium Tax (3)      

0.0

%

 
Maximum Surrender Charge (as % of amount surrendered) (4)      

7

%

 

(1)   Protective Life currently does not charge this Transfer Fee, but reserves the right to do so in the future. (See "Charges and Deductions, Transfer Fee.")

(2)   Currently, this charge is $150 for Single Coverage and $300 for Joint Coverage. Protective Life generally charges this fee if the Owner has purchased the SecurePay 5 rider, undergoes medical underwriting and accepts an offer by Protective Life to increase the Annual Withdrawal Amount ("AWA") as a result of its underwriting review. See "SecurePay ME ® : Increased AWA for Certain Medical Conditions, How to Apply for an Increased AWA" for more information.

(3)   New York does not currently impose premium taxes on variable annuities.

(4)   The surrender charge is based upon cumulative Purchase Payments as of the date each Purchase Payment is applied to the Contract, and decreases over time. The total of surrender charges assessed will not exceed 9% of aggregate Purchase Payments. The surrender charge declines over time. (See "Surrender Charge, Determining the Surrender Charge.")

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

PERIODIC FEES AND CHARGES

(other than Fund expenses)

Annual Contract Maintenance Fee (1)    

$

30

   

Variable Account Annual Expenses
(as a percentage of average Variable Account value)

Mortality and Expense Risk Charge    

1.20

%

 
Administration Charge    

0.10

%

 
Total Variable Account Annual Expenses (excluding optional benefit charges)    

1.30

%

 


5



Optional Benefit Charges

Maximum Anniversary Value Death Benefit Fee (as an annualized percentage of the death
benefit value on each Monthly Anniversary Date, beginning on the 1 st Monthly Anniversary Date) (2)  
   

0.20

%

 
Protected Lifetime Income Benefits (3)    

 

   

Maximum

 

Current

 
SecurePay 5 Rider Fee (4) (as an annualized percentage of the Benefit Base (5) on each
Monthly Anniversary Date, beginning with the 1 st Monthly Anniversary Date following
election of the rider)
   

2.00

%

   

1.20

%

 
Protective Income Manager Fee (as an annualized percentage of Contract Value, beginning
with the 1 st Monthly Anniversary Date following election of the rider) (6)  
 
   

Maximum

 

Current

 
Purchase of the Protective Income Manager rider at time of Contract Purchase    

2.00

%

   

1.20

%

 

(1)   We will waive the annual contract maintenance fee if your Contract Value or aggregate Purchase Payments, reduced by surrenders and surrender charges, is $100,000 or more (See "Charges and Deductions.")

(2)   The Maximum Anniversary Death Benefit is equal to the greatest of (i) your Contract Value, (ii) your Purchase Payments less an adjustment for withdrawals, or (iii) the highest anniversary value of the Contract before the Owner's 80 th birthday. The Maximum Anniversary Value Death Benefit is not available if you purchase the Protective Income Manager rider. For more information on these death benefit values and fees, and how they are calculated, please see the "DEATH BENEFIT" and "Charges and Deductions, Death Benefit Fee" sections of this prospectus.

(3)   You may not purchase both the SecurePay 5 rider and the Protective Income Manager rider.

(4)   We will give you at least 30 days' written notice before any increase in the SecurePay Fee. You may elect not to pay the increase in your SecurePay Fee. If you do, your SecurePay 5 rider will not terminate, but your current Benefit Base will be capped at its then current value. You will continue to be assessed your current SecurePay Fee, however, even though you will have given up the opportunity for any future increases in your SecurePay Benefit Base. See "SecurePay 5" in this prospectus.

(5)   The Benefit Base is a value used to calculate the Annual Withdrawal Amounts, and the fees charged, under the SecurePay 5 rider. On the Rider Issue Date, your initial Benefit Base is equal to your Contract Value. For more information on the SecurePay 5 rider, the Benefit Base and how it is calculated, please see "SecurePay 5" in this prospectus.

(6)   The Protective Income Manager fee is a percentage of the greater of (i) the Contract Value on the fee calculation date; or (ii) the Contract Value on the later of the Contract Issue Date or the most recent Reset Date. For more detailed information about the fee increases, see "Protective Income Manager (patent pending), Increase in Protective Income Manager Fee" in this prospectus.

The next table shows the minimum and maximum total operating expenses charged by the Funds that you may pay periodically during the time that you own the Contract. More detail concerning each Fund's fees and expenses is contained in the prospectus for each Fund.

The Fund expenses used to prepare the next table were provided to Protective Life by the Funds. The expenses shown are based on expenses incurred for the year ended December 31, 2014. Current or future expenses may be higher or lower than those shown.

RANGE OF EXPENSES FOR THE FUNDS

   

Minimum

     

Maximum

 
Total Annual Fund Operating Expenses    

0.35

%

   

-

     

1.68

%

 
(total of all expenses that are deducted from Fund assets,
including management fees, 12b-1 fees, and other expenses)
 

*  The range of Total Annual Fund Operating Expenses shown here does not take into account contractual and voluntary arrangements under which the Funds' advisers currently reimburse Fund expenses or waive fees. Please see the prospectus for each Fund for more information about that Fund's expenses.


6



Example of Charges

The following examples are intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. The examples show the costs of investing in the Contract, including owner transaction expenses, the annual contract maintenance fee, Variable Account Annual Expenses (mortality and expense risk charge, administration charge, and any optional rider charges), and both maximum and minimum Total Annual Fund Operating Expenses.

•  The first example assumes that you purchased the SecurePay 5 rider at the maximum and current rider fees.

•  The second example assumes that you have not purchased either the Protective Income Manager rider or the SecurePay 5 rider.

The examples also assume that the Maximum Anniversary Value Death Benefit is in effect, and that all Contract Value is allocated to the Variable Account. The examples do not reflect transfer fees.

The examples assume that you invest $10,000 in the Contract for the periods indicated. The examples also assume that your investment has a 5% return each year.

(1)  If you purchased the SecurePay 5 rider:

(a)  If you surrender the Contract at the end of the applicable time period:

(i)  reflecting the maximum charge:

   

1 year

 

3 years

 

5 years

 

10 years

 
Maximum Fund Expense  

$

1,171

   

$

2,188

   

$

3,153

   

$

5,839

   
Minimum Fund Expense  

$

1,052

   

$

1,838

   

$

2,575

   

$

4,733

   

(ii)  reflecting the current charge:

   

1 year

 

3 years

 

5 years

 

10 years

 
Maximum Fund Expense  

$

1,096

   

$

1,957

   

$

2,754

   

$

4,964

   
Minimum Fund Expense  

$

977

   

$

1,603

   

$

2,165

   

$

3,806

   

(b)  If you annuitize* or remain invested in the Contract at the end of the applicable time period:

(i)  reflecting the maximum charge:

   

1 year

 

3 years

 

5 years

 

10 years

 
Maximum Fund Expense  

$

545

   

$

1,659

   

$

2,807

   

$

5,839

   
Minimum Fund Expense  

$

418

   

$

1,287

   

$

2,205

   

$

4,733

   

(ii)  reflecting the current charge:

   

1 year

 

3 years

 

5 years

 

10 years

 
Maximum Fund Expense  

$

464

   

$

1,414

   

$

2,391

   

$

4,964

   
Minimum Fund Expense  

$

337

   

$

1,038

   

$

1,777

   

$

3,806

   

(2)  If you have not purchased either the SecurePay 5 rider or Protective Income Manager rider:

(a)  If you surrender the Contract at the end of the applicable time period:

   

1 year

 

3 years

 

5 years

 

10 years

 
Maximum Fund Expense  

$

985

   

$

1,615

   

$

2,163

   

$

3,675

   
Minimum Fund Expense  

$

865

   

$

1,255

   

$

1,554

   

$

2,430

   

(b)  If you annuitize* or remain invested in the Contract at the end of the applicable time period:

   

1 year

 

3 years

 

5 years

 

10 years

 
Maximum Fund Expense  

$

346

   

$

1,051

   

$

1,775

   

$

3,675

   
Minimum Fund Expense  

$

217

   

$

668

   

$

1,141

   

$

2,430

   

*  You may not annuitize your Contract within 1 year of the Issue Date. For more information, see "ANNUITY PAYMENTS, Annuity Date, Changing the Annuity Date." Neither the death benefit fee nor the Protective Income Manager rider fee apply after the Annuity Date.

Please remember that the examples are an illustration and do not guarantee the amount of future expenses. Your actual expenses may be higher or lower than those shown. Similarly, your rate of return may be more or less than the 5% rate of return assumed in the examples.


7



SUMMARY

The Contract

What is the Protective Variable Annuity NY II B Series Contract?

The Protective Variable Annuity NY II B Series Contract is an individual flexible premium deferred variable and fixed annuity contract issued by Protective Life. (See "The Contract.")

What are the Company's obligations under the Contract?

The benefits under the Contract are paid by us from our general account assets and/or your Contract Value held in the Variable Account. You assume all of the investment risk for Purchase Payments and Contract Value allocated to the Sub-Accounts of the Variable Account, which is not part of our general account. Our general account assets support our insurance and annuity obligations and are subject to our general liabilities from business operations and to claims by our creditors. Because amounts allocated to the Fixed Account and the DCA Accounts, plus any guarantees under the Contract that exceed your Contract Value (such as those associated with any enhanced death benefits, the SecurePay 5 rider, or the Protective Income Manager rider), are paid from our general account, any amounts that we may pay under the Contract in excess of Variable Account value are subject to our financial strength and claims-paying ability.

It is important to note that there is no guarantee that we will always be able to meet our claims-paying obligations, and there are risks to purchasing any insurance product. For this reason, you should consider our financial strength and claims paying ability to meet our obligations under the Contract when purchasing a Contract and making investment decisions under the Contract.

How may I purchase a Contract?

Protective Life sells the Contracts through registered representatives of broker-dealers. We pay commissions and other compensation to the broker-dealers for selling the Contracts. (See "Distribution of the Contracts.")

Protective Life will issue your Contract when it receives and accepts your complete application information and an initial Purchase Payment through the broker-dealer you have selected. (See "Issuance of a Contract.")

What are the Purchase Payments?

The minimum amount that Protective Life will accept as an initial Purchase Payment is $25,000 ($5,000 without the Protective Income Manager rider). Purchase Payments may be made at any time prior to the oldest Owner's or Annuitant's 86th birthday. No Purchase Payment will be accepted within 3 years of the Annuity Date then in effect. If you purchase the SecurePay 5 rider, you cannot make any Purchase Payments on or after the Benefit Election Date. (See "SecurePay 5.") The minimum subsequent Purchase Payment we will accept is $100, or $50 if the payment is made under our current automatic purchase payment plan. The maximum aggregate Purchase Payment(s) we will accept without prior Administrative Office approval is $1,000,000. We may impose conditions for our acceptance of aggregate Purchase Payments greater than $1,000,000, such as limiting the death benefit options that are available under your Contract. We reserve the right to limit, suspend, or reject any and all Purchase Payment at any time. We will give written notice at least five (5) days before any changes to Purchase Payments limitations go into effect. (See "Purchase Payments")

Can I cancel the Contract?

You have the right to return the Contract within 10 days after you receive it. The returned Contract will be treated as if it were never issued. Protective Life will refund the Contract Value, which may be more or less than the Purchase Payments. (See "Right to Cancel.")

Can I transfer amounts in the Contract?

Before the Annuity Date, you may transfer amounts among the Investment Options. There are, however, limitations on transfers: any transfer must be at least $100; no amounts may be transferred into a DCA Account.

No amounts may be transferred to the Fixed Account within six months after any transfer from the Guaranteed Account to the Variable Account; transfers out of the Fixed Account are limited to the greater of (a) $2,500 or (b) 25% of the value of the Fixed Account in any Contract Year.


8



After the Annuity Date, if you have selected Variable Income Payments, you may transfer amounts among the Sub-Accounts, but no more frequently than once per month, and you may not transfer within the Guaranteed Account or between a Sub-Account and the Guaranteed Account.

We reserve the right to charge a transfer fee of $25 for each transfer after the 12th transfer in any Contract Year. We also reserve the right to limit the number of transfers to no more than 12 per Contract Year. We may restrict or refuse to honor transfers when we determine that they may be detrimental to the Funds or Contract Owners, such as frequent transfers and market timing transfers by or on behalf of an Owner or group of Owners. (See "Transfers.") For purposes of calculating the number of transfers, we treat instructions received on the same business day as a single transfer without regard to the number of Sub-Accounts involved. If you purchase the SecurePay 5 rider or the Protective Income Manager rider, your options for transferring Contract Value among the Investment Options will be restricted in accordance with our Allocation Guidelines and Restrictions. (See "Allocation Guidelines and Restrictions for Protected Lifetime Income Benefits.")

For more information about transfers, how to request transfers and limitations on transfers, see "Transfers — Limitations on Transfers. "

Can I surrender the Contract?

Upon Written Notice before the Annuity Date, you may surrender the Contract and receive its surrender value. (See "Surrenders and Withdrawals.") Surrenders may have federal and state income tax consequences, as well as a 10% federal penalty tax if the surrender occurs before the Owner reaches age 59 1 / 2 , and surrender charges may apply. (See "Charges and Deductions, Surrender Charge" and "Taxation of Withdrawals and Surrenders.")

Can I withdraw my money from the Contract?

Any time before the Annuity Date, you may request by Written Notice a withdrawal from your Contract provided the Contract Value remaining after the withdrawal is at least $5,000. Under certain conditions we may also accept withdrawals requested by facsimile and telephone. You also may elect to participate in our automatic withdrawal plan, which allows you to pre-authorize periodic withdrawals prior to the Annuity Date. (See "Surrenders and Withdrawals.") Withdrawals may be available under certain Annuity Options. (See "Annuity Payments — Annuity Options.") Withdrawals reduce your Contract Value and death benefit. Surrender charges and federal and state income taxes may apply, as well as a 10% federal penalty tax if the withdrawal occurs before the Owner reaches age 59 1 / 2 . (See "Charges and Deductions, Surrender Charge" and "Taxation of Withdrawals and Surrenders.") If you purchase the SecurePay 5 or Protective Income Manager rider, special withdrawal rules apply, especially on or after the Benefit Election Date. (See "Protected Lifetime Income Benefits.")

Is there a death benefit?

If any Owner dies before the Annuity Date and while this Contract is in force, a death benefit, less any applicable premium tax, will be payable to the Beneficiary. The death benefit is determined as of the end of the Valuation Period during which we receive due proof of the Owner's death at our Administrative Office. (See "Death Benefit.")

The Return of Purchase Payments Death Benefit is included with your Contract at no additional charge. You may select the Maximum Anniversary Value Death Benefit for an additional fee, but only if the oldest Owner is younger than 76 on the Issue Date of the Contract. You must select your death benefit at the time you apply for your Contract, and your selection may not be changed after the Contract is issued. See "Charges and Deductions, Death Benefit Fee."

If you purchase the Protective Income Manager rider, your death benefit will be the Return of Purchase Payments Death Benefit. The Maximum Anniversary Value Death Benefit is not available under the Protective Income Manager rider. (See "Protective Income Manager.")

What charges do I pay under the Contract?

We assess a surrender charge if you withdraw or surrender your Purchase Payments from the Contract, depending on how long those payments were invested in the Contract. We may waive the surrender charge under certain circumstances. We apply a charge to the daily net asset value of the Variable Account that consists of a mortality and expense risk charge and an administration charge. We do not currently impose a transfer fee, but we reserve the right to charge a $25 fee for the 13 th and each additional transfer during any Contract Year if Protective Life determines, in its sole discretion, that the number of transfers or the cost of processing such transfers is excessive. For more information about transfers, how to request transfers and limitations on transfers, see "Transfers — Limitations on Transfers." We also deduct a contract maintenance fee from your Contract Value on each Contract Anniversary prior to the Annuity Date and on any other day that you surrender your Contract. We may waive the contract maintenance


9



fee under certain circumstances. We also deduct from your Contract Value charges for any optional benefits and riders applicable to your Contract, such as the Maximum Anniversary Value Death Benefit, SecurePay 5 and Protective Income Manager riders.

The Funds' investment management fees and other operating expenses are more fully described in the prospectuses for the Funds.

(See the "Fees and Expenses" tables preceding this Summary and the "Charges and Deductions" section later in this prospectus.)

What is the SecurePay 5 Rider?

The SecurePay 5 rider guarantees the right to make withdrawals based upon the value of a protected lifetime income benefit base ("Benefit Base") that will remain fixed if your Contract Value declines due to poor market performance. You may only select the SecurePay 5 rider when you purchase your Contract. The SecurePay 5 rider provides for increases in your Benefit Base on your Contract Anniversary if your Contract Value has increased. SecurePay 5 also provides for potential increases, or "rollups," in the Benefit Base of up to 5.0% each Contract Anniversary during a specified period, even if your Contract Value has not increased.

Note: Purchase Payments more than two years after the SecurePay 5 rider is issued are not included in the calculation of the Benefit Base.

Under the SecurePay 5 rider, withdrawals may be made over the lifetime of persons designated under the rider, provided the rider's requirements are satisfied. Annual aggregate withdrawals on or after the Benefit Election Date that exceed the Annual Withdrawal Amount (AWA) will result in a reduction of rider benefits, and may even significantly reduce or eliminate the value of such benefits, because we will reduce the Benefit Base and corresponding AWA. All withdrawals, including SecurePay Withdrawals, will reduce the Contract Value and the death benefit under the Contract.

Under the SecurePay 5 rider your options for allocating Purchase Payments and Contract Value will be restricted, because you must make all allocations in accordance with the rider's Allocation Guidelines and Restrictions. These Allocation Guidelines and Restrictions require you to allocate all of your Purchase Payments and Contract Value in accordance with Allocation by Investment Category guidelines or eligible Benefit Allocation Model Portfolios. Therefore, if you are seeking a more aggressive growth strategy, the portfolio allocations required for participation in the SecurePay 5 rider are probably not appropriate for you. Please see "Allocation Guidelines and Restrictions for Protected Lifetime Income Benefits."

We charge an additional fee if you purchase the SecurePay 5 rider. If you elect the rider, you will begin paying this fee as of the date the SecurePay 5 rider is issued. You may not cancel the SecurePay 5 rider for the first ten years following the date of its issue. To purchase the SecurePay 5 rider, the youngest Owner and Annuitant must be age 60 or older and the oldest Owner and Annuitant must be age 85 or younger on the Rider Issue Date.

(See "SecurePay 5.")

What is the Protective Income Manager Rider (patent pending)?

The Protective Income Manager rider guarantees the right to make withdrawals ("Protective Income Manager Withdrawals") each year given if your Contract Value is reduced to zero due to those Protective Income Manager Withdrawals, poor market performance, or both. The rider also provides fixed lifetime income payments for the life of any Covered Person ("Protected Lifetime Payments") beginning on the Maximum Annuity Date. The Protective Income Manager rider is specifically designed for you to withdraw all of your Contract Value systematically by the (younger) Covered Person's 95 th birthday in annual amounts that may vary from year to year (the "Optimal Withdrawal Amount"). You may only select the Protective Income Manager rider when you purchase your Contract.

Note: The rider may not operate as designed if joint life coverage is selected and there is a significant age difference between the two Covered Persons. In that event, it is likely that on the Maximum Annuity Date (the older Covered Person's 95 th birthday), a substantial amount of Contract Value will still be remaining. As a result, it may be in your best interest to apply this amount to an Annuity Option instead of the rider's Protected Lifetime Payment Annuity Option. If so, you will have paid for the rider without receiving its full benefit. If there is a significant age disparity between you and your spouse, then joint life coverage under the rider may not be appropriate for you. You should discuss this with your financial advisor to ascertain if joint life coverage will address your financial needs and be suitable for you. See "Protective Income Manager — Selecting Your Coverage Option" for factors to consider when discussing this with your advisor. Also see Appendix I for examples of joint life coverage when there is a significant age difference.


10



Annual aggregate withdrawals that exceed the Optimal Withdrawal Amount may result in a reduction of rider benefits, and may even significantly reduce or eliminate the value of such benefits, because we will recalculate the minimum guarantees associated with your Optimal Withdrawal Amount on the next Contract Anniversary.

If you purchase the Protective Income Manager rider, your options for allocating Purchase Payments and Contract Value will be restricted because you must make all allocations in accordance with our Allocation Guidelines and Restrictions. The Allocation Guidelines and Restrictions require you to allocate all of your Purchase Payments and Contract Value in accordance with Allocation by Investment Category guidelines or eligible Benefit Allocation Model Portfolios. The Allocation Guidelines and Restrictions, as well as the inclusion of managed volatility funds among the Investment Options, are designed to limit the volatility of your investment allocations, and the risk that we assume by offering Protective Income Manager. Therefore, if you are seeking a more aggressive growth strategy, the portfolio allocations required for participation in the Protective Income Manager rider are probably not appropriate for you. Please see "Allocation Guidelines and Restrictions for Protected Lifetime Income Benefits."

We charge an additional fee if you purchase the Protective Income Manager rider. If you elect the Protective Income Manager rider, you will begin paying this fee as of the date the Protective Income Manager rider is issued. You may not cancel the Protective Income Manager rider for the first ten years following the date of its issue.

The Protective Income Manager mark is considered to be the exclusive intellectual property of Protective Life Insurance Company. The Protective Income Manager technology and know-how are the proprietary and patent-pending intellectual property of Protective Life Insurance Company. For more information on the Protective Income Manager rider, please see "Protective Income Manager."

What Annuity Options are available?

Currently, we apply the Annuity Value to an Annuity Option on the Annuity Date, unless you choose to receive that amount in a lump sum. Annuity Options include: payments for a certain period and life income with or without payments for a certain period. Annuity Options are available on either a fixed or variable payment basis. (See "Annuity Payments.")

Is the Contract available for qualified retirement plans?

You may purchase the Contract for use within certain qualified retirement plans or arrangements that receive favorable tax treatment, such as individual retirement accounts and individual retirement annuities (IRAs), and pension and profit sharing plans (including H.R. 10 Plans). Many of these qualified plans, including IRAs, provide the same type of tax deferral as provided by the Contract. The Contract, however, provides a number of benefits and features not provided by such retirement plans or arrangements alone. There are costs and expenses under the Contract related to these benefits and features. You should consult a qualified tax or financial adviser for information specific to your circumstances to determine whether the use of the Contract within a qualified retirement plan is an appropriate investment for you. (See "Description of the Contract, The Contract," and "Federal Tax Matters, Qualified Retirement Plans.")

Where may I find financial information about the Sub-Accounts?

You may find financial information about the Sub-Accounts in Appendix D to this prospectus and in the Statement of Additional Information.

Other contracts

We offer other types of annuity contracts and insurance policies that also invest in the same Funds in which your Contract invests. These other types of contracts and policies may have different charges that could affect the value of their Sub-Accounts and may offer different benefits than the Contract. To obtain more information about these other contracts and policies, you may contact our Administrative Office in writing or by telephone.

Federal Tax Status

Generally all earnings on the investments underlying the Contract are tax-deferred until withdrawn or until annuity income payments begin. A distribution from a non-Qualified Contract, which includes a surrender or withdrawal or payment of a death benefit, will generally result in taxable income if there has been an increase in the Contract Value. In the case of a Qualified Contract, a distribution generally will result in taxable income even if there has not been an increase in the Contract Value. In certain circumstances, a 10% penalty tax may also apply. All amounts includable in income with respect to the Contract are taxed as ordinary income; no amounts are taxed at the special lower rates applicable to long term capital gains and corporate dividends. (See "Federal Tax Matters").


11




THE COMPANY, VARIABLE ACCOUNT AND FUNDS

Protective Life and Annuity Insurance Company

The Contracts are issued by Protective Life and Annuity Insurance Company (formerly American Foundation Life Insurance Company), a wholly owned subsidiary of Protective Life Insurance Company, which is the principal operating subsidiary of Protective Life Corporation ("PLC"), a U.S. insurance holding company and subsidiary of the Dai-ichi Life Insurance Company, Limited ("Dai-ichi"). Dai-ichi's stock is traded on the Tokyo Stock Exchange. As of December 31, 2014, PLC had total assets of approximately 70.5 billion. Protective Life and Annuity Insurance Company ("Protective Life") was organized as an Alabama company in 1978. Protective Life is authorized to transact business as an insurance company or a reinsurance company in 47 states (including New York) and Washington D.C. and offers a variety of individual life, individual and group annuity insurance products. The Company's statutory assets for fiscal year ending in 2014 were approximately $2.1 billion.

The assets of Protective Life's general account support its insurance and annuity obligations and are subject to its general liabilities from business operations and to claims by its creditors. Because amounts allocated to the Fixed Account and the DCA Accounts, plus any guarantees under the Contract that exceed your Contract Value (such as those associated with any enhanced death benefits, the SecurePay 5 rider, or the Protective Income Manager rider), are paid from Protective Life's general account, any amounts that Protective Life may pay under the Contract in excess of Variable Account value are subject to its financial strength and claims-paying ability. It is important to note that there is no guarantee that Protective Life will always be able to meet its claims-paying obligations, and that there are risks to purchasing any insurance product. For this reason, you should consider Protective Life's financial strength and claims paying ability to meet its obligations under the Contract when purchasing a Contract and making investment decisions under the Contract.

Variable Annuity Account A of Protective Life

The Variable Annuity Account A of Protective Life, also called the Variable Account, is a separate investment account of Protective Life. The Variable Account was established under Alabama law by the Board of Directors of Protective Life on December 1, 1997. The Variable Account is registered with the Securities and Exchange Commission (the "SEC") as a unit investment trust under the Investment Company Act of 1940, as amended (the "1940 Act"), and meets the definition of a separate account under federal securities laws.

Protective Life owns the assets of the Variable Account. These assets are held separate from other assets and are not part of Protective Life's general account. You assume all of the investment risk for Purchase Payments and Contract Value allocated to the Sub-Accounts. Your Contract Value in the Sub-Accounts is part of the assets of the Variable Account. The portion of the assets of the Variable Account equal to the reserves and other contract liabilities (which is equal to Contract Value) of the Variable Account will not be charged with liabilities that arise from any other business Protective Life conducts. Protective Life may transfer to its general account any assets which exceed the reserves and other contract liabilities (which is equal to Contract Value) of the Variable Account. Protective Life may accumulate in the Variable Account the charge for mortality and expense risks and investment results applicable to those assets that are in excess of the net assets supporting the contracts. The income, gains and losses, both realized and unrealized, from the assets of the Variable Account are credited to or charged against the Variable Account without regard to any other income, gains or losses of Protective Life. The obligations under the Contracts are obligations of Protective Life.

Administration

Pursuant to an agreement with Protective Life, Protective Life Insurance Company performs the Contract administration at its Administrative Office at 2801 Highway 280 South, Birmingham, Alabama 35223. Contract administration includes processing applications for the Contracts and subsequent Owner requests; processing Purchase Payments, transfers, surrenders and death benefit claims as well as performing record maintenance and disbursing annuity income payments.

The Funds

The assets of each Sub-Account are invested solely in a corresponding Fund. Each Fund is an investment portfolio of one of the following investment companies: American Funds Insurance Series managed by Capital Research and Management Company; Fidelity ® Variable Insurance Products managed by Fidelity Management & Research Company and subadvised by FMR Co., Inc., Strategic Advisors, Inc., or Fidelity Investments Money Management, Inc.; Oppenheimer Variable Account Funds managed by OppenheimerFunds, Inc.; Lord Abbett Series Fund, Inc.,


12



managed by Lord, Abbett & Co. LLC; Legg Mason Partners Variable Equity Trust advised by Legg Mason Partners Fund Advisor, LLC, and sub-advised by ClearBridge Advisors, LLC; PIMCO Variable Insurance Trust advised by Pacific Investment Management Company, LLC, and sub-advised by Research Affiliates, LLC; Royce Capital Fund advised by Royce & Associates, LLC; Goldman Sachs Variable Insurance Trust managed by Goldman Sachs Asset Management L.P. or Goldman Sachs Asset Management International; Franklin Templeton Variable Insurance Products Trust, for which Franklin Advisers, Inc. is the investment adviser for the Franklin Flex Cap Growth VIP Fund, Franklin Income VIP Fund, Franklin Small-Mid Cap Growth VIP Fund, Franklin U.S. Government Securities VIP Fund and the Templeton Global Bond VIP Fund, Franklin Advisory Services, LLC is the investment adviser for Franklin Rising Dividends VIP Fund and the Franklin Small Cap Value VIP Fund, Franklin Mutual Advisers, LLC is the investment adviser for the Franklin Mutual Shares VIP Fund, Templeton Investment Counsel, LLC is investment adviser for Templeton Foreign VIP Fund, Templeton Global Advisors Limited is investment adviser for Templeton Growth VIP Fund. Templeton Asset Management Ltd. is the investment adviser for the Templeton Developing Markets VIP Fund, and AIM Variable Insurance Funds (Invesco Variable Insurance Funds) managed by Invesco Advisers, Inc., and for which the Invesco V.I. Balanced Risk Allocation Fund is subadvised by Invesco Asset Management Deutschland GmbH. Shares of these Funds are offered only to:

(1)  the Variable Account;

(2)  other separate accounts of Protective Life and its affiliates supporting variable annuity contracts or variable life insurance policies;

(3)  separate accounts of other life insurance companies supporting variable annuity contracts or variable life insurance policies; and

(4)  certain qualified retirement plans.

Such shares are not offered directly to investors but are available only through the purchase of such contracts or policies or through such plans. See the prospectus for each Fund for details about that Fund.

There is no guarantee that any Fund will meet its investment objectives. Please refer to the prospectus for each of the Funds you are considering for more information. You may obtain a prospectus for any of the Funds by contacting Protective Life or by asking your investment advisor. You should read the Funds' prospectuses carefully before making any decision concerning the allocation of Purchase Payments or transfers among the Sub-Accounts

AIM Variable Insurance Funds (Invesco Variable Insurance Funds)

Invesco V.I. American Value II, Series II Shares

This Fund's investment objective is to provide above-average total return over a market cycle of three to five years by investing in common stocks and other equity securities.

Invesco V.I. Comstock Fund, Series II Shares

This Fund's investment objective is to seek capital growth and income through investments in equity securities, including common stocks, preferred stocks and securities convertible into common and preferred stocks.

Invesco V.I. Equity and Income Fund, Series II Shares

This Fund's investment objectives are both capital appreciation and current income.

Invesco V.I. Growth and Income Fund, Series II Shares

This Fund's investment objective is to seek long-term growth of capital and income.

Invesco V.I. Mid Cap Growth Fund, Series II Shares

This Fund's investment objective is to seek capital growth.

Invesco V.I. Balanced Risk Allocation Fund, Series II Shares

The Fund's investment objective is total return with a low to moderate correlation to traditional financial market indices.

Invesco V.I. Government Securities Fund, Series II Shares

The Fund's investment objective is total return, comprised of current income and capital appreciation.


13



Invesco V.I. Global Real Estate Fund, Series II Shares

This Fund's investment objective is total return through growth of capital and current income.

Invesco V.I. International Growth Fund, Series II Shares

This Fund's investment objective is long-term growth of capital.

Invesco V.I. Small Cap Equity Fund, Series II Shares

The Fund's investment objective is long-term growth of capital.

American Funds Insurance Series

Asset Allocation Fund SM , Class 4

The Fund's investment objective is to provide you with high total return (including income and capital gains) consistent with preservation of capital over the long term.

Blue Chip Income and Growth Fund SM , Class 4

The Fund's investment objectives are to produce income exceeding the average yield on U.S. stocks generally and to provide an opportunity for growth of principal consistent with sound common stock investing.

Global Growth Fund SM , Class 4

The Fund's investment objective is to provide you with long-term growth of capital.

Global Small Capitalization Fund SM , Class 4

The Fund's investment objective is to provide you with long-term growth of capital.

Growth Fund SM , Class 4

The Fund's investment objective is to provide you with growth of capital.

International Fund SM , Class 4

The Fund's investment objective is to provide you with long-term growth of capital.

New World Fund SM , Class 4

The Fund's investment objective is long-term capital appreciation.

Fidelity ® Variable Insurance Products

VIP Contrafund ® Portfolio, Service Class 2

This Fund seeks long-term capital appreciation.

VIP Index 500 Portfolio, Service Class 2

This Fund seeks investment results that correspond to the total return of common stocks publicly traded in the United States, as represented by the S&P 500 ® Index.

VIP Investment Grade Bond Portfolio, Service Class 2

This Fund seeks as high a level of current income as is consistent with the preservation of capital.

VIP Mid Cap Portfolio, Service Class 2

This Fund seeks long-term growth of capital.

Franklin Templeton Variable Insurance Products Trust

Franklin Flex Cap Growth VIP Fund, Class 2

This Fund seeks capital appreciation. Under normal market conditions, the Fund invests predominantly in equity securities of companies that the investment manager believes have the potential for capital appreciation.

Franklin Income VIP Fund, Class 2

This Fund seeks to maximize income while maintaining prospects for capital appreciation. Under normal market conditions, the Fund invests in both equity and debt securities.


14



Franklin Rising Dividends VIP Fund, Class 2

This Fund seeks long-term capital appreciation, with preservation of capital as an important consideration. Under normal market conditions, the Fund invests at least 80% of its net assets in equity securities of financially sound companies that have paid rising dividends.

Franklin Small Cap Value VIP Fund, Class 2

This Fund seeks long-term total return. Under normal market conditions, the Fund invests at least 80% of its net assets in investments of small capitalization companies.

Franklin Small-Mid Cap Growth VIP Fund, Class 2

This Fund seeks long-term capital growth. Under normal market conditions, the Fund invests at least 80% of its net assets in investments of small capitalization and mid-capitalization companies.

Franklin U.S. Government Securities VIP Fund, Class 2

This Fund seeks income. Under normal market conditions, the Fund invests at least 80% of its net assets in U.S. government securities.

Franklin Mutual Shares VIP Fund, Class 2

This Fund seeks capital appreciation, with income as a secondary goal. Under normal market conditions, the Fund invests primarily in U.S. and foreign equity securities that the investment manager believes are undervalued.

Templeton Foreign VIP Fund, Class 2

This Fund seeks long-term capital growth. Under normal market conditions, the Fund invests at least 80% of its net assets in investments of issuers located outside the U.S., including those in emerging markets.

Templeton Developing Markets VIP Fund, Class 2

This Fund seeks long-term capital appreciation. Under normal market conditions, the Fund invests at least 80% of its net assets in emerging markets investments.

Templeton Global Bond VIP Fund, Class 2

This Fund seeks high current income, consistent with preservation of capital, with capital appreciation as a secondary consideration. Under normal market conditions, this Fund invests at least 80% of its net assets in bonds, which include debt securities of any maturity, such as bonds, notes, bills and debentures.

Templeton Growth VIP Fund, Class 2

This Fund seeks long-term capital growth. Under normal market conditions, the Fund invests predominantly in equity securities of companies located anywhere in the world, including emerging markets.

Goldman Sachs Variable Insurance Trust

Core Fixed Income Fund, Service Class

This Fund seeks a total return consisting of capital appreciation and income that exceeds the total return of the Barclays U.S. Aggregate Bond Index.

Global Trends Allocation Fund, Service Class

This Fund seeks total return while seeking to provide volatility management.

Growth Opportunities Fund, Service Class

This Fund seeks long-term growth of capital.

Mid Cap Value Fund, Service Class

This Fund seeks long-term capital appreciation.

Strategic Growth Fund, Service Class

This Fund seeks long-term growth of capital.

Strategic International Equity Fund, Service Class

This Fund seeks long-term growth of capital.


15



Legg Mason Partners Variable Equity Trust

ClearBridge Variable Mid Cap Core Fund, Class II

This Fund seeks long-term growth of capital.

ClearBridge Variable Small Cap Growth Fund, Class II

This Fund seeks long-term growth of capital.

Legg Mason QS Dynamic Multi-Strategy VIT Fund, Class II

The Fund seeks the highest total return (that is, a combination of income and long-term capital appreciation) over time consistent with its asset mix. The Fund will seek to reduce volatility as a secondary objective.

Lord Abbett Series Fund, Inc.

Fundamental Equity Portfolio, Value Class

The Fund's investment objective is long-term growth of capital and income without excessive fluctuations in market value.

Calibrated Dividend Growth Portfolio, Value Class

The Fund's investment objective is to seek current income and capital appreciation.

Bond-Debenture Portfolio, Value Class

The Fund's investment objective is to seek high current income and the opportunity for capital appreciation to produce a high total return.

Growth Opportunities Portfolio, Value Class

The Fund's investment objective is capital appreciation.

Mid-Cap Stock Portfolio, Value Class

The Fund's investment objective is to seek capital appreciation through investments, primarily in equity securities, which are believed to be undervalued in the marketplace.

Oppenheimer Variable Account Funds

Capital Appreciation Fund/VA, Service Shares

This Fund seeks capital appreciation.

Global Fund/VA, Service Shares

This Fund seeks capital appreciation.

Main Street Fund/VA, Service Shares

This Fund seeks capital appreciation.

Money Fund/VA

This Fund seeks income consistent with stability of principal. An investment in the Money Fund/VA is not a deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. The yield of this Fund may become very low during periods of low interest rates. After deduction of Variable Account Annual Expenses, the yield in the Sub-Account that invests in this Fund could be negative.

Global Strategic Income Fund/VA, Service Shares

This Fund seeks total return.

PIMCO Variable Insurance Trust

All Asset Portfolio, Advisor Class

This Portfolio seeks maximum real return, consistent with preservation of real capital and prudent investment management.


16



Global Diversified Allocation Portfolio, Advisor Class

The Portfolio seeks to maximize risk-adjusted total return relative to a blend of 60% MSCI World Index/40% Barclays U.S. Aggregate Index.

Long-Term US Government Portfolio, Advisor Class

This Portfolio seeks maximum total return, consistent with preservation of capital and prudent investment management. The Portfolio invests under normal circumstances at least 80% of its assets in a diversified portfolio of fixed income securities that are issued or guaranteed by the U.S. Government, its agencies or government-sponsored enterprises ("U.S. Government Securities"), which may be represented by forwards or derivatives such as options, future contracts, or swap agreements.

Low Duration Portfolio, Advisor Class

This Portfolio seeks maximum total return, consistent with preservation of capital and prudent investment management. The average portfolio duration of this Portfolio normally varies from one to three years based on Pacific Investment Management Company LLC's ("PIMCO") forecast for interest rates. Duration is a measure used to determine the sensitivity of a security's price to changes in interest rates.

Real Return Portfolio, Advisor Class

This Portfolio seeks maximum real return, consistent with preservation of real capital and prudent investment management. The Portfolio invests under normal circumstances at least 80% of its net assets in inflation-indexed bonds of varying maturities issued by the U.S. and non-U.S. governments, their agencies or instrumentalities and corporations, which may be represented by forwards or derivatives such as options, future contracts or swap agreements.

Short-Term Portfolio, Advisor Class

This Portfolio seeks maximum current income, consistent with preservation of capital and daily liquidity. The average portfolio duration of this Portfolio will vary based on PIMCO forecast for interest rates and will normally not exceed one year. Duration is a measure used to determine the sensitivity of a security's price to changes in interest rates. The longer a security's duration, the more sensitive it will be to changes in interest rates.

Total Return Portfolio, Advisor Class

This Portfolio seeks maximum total return, consistent with preservation of capital and prudent investment management. The Portfolio invests under normal circumstances at least 65% of its total assets in a diversified portfolio of fixed income Instruments of varying maturities, which may be represented by forwards or derivatives such as options, futures contracts or swap agreements.

Royce Capital Fund

Small-Cap Fund, Service Class

This Fund seeks long-term growth of capital. Invests primarily in equity securities of small-cap companies, those with market capitalizations of up to $2.5 billion.

There is no assurance that the stated objectives and policies of any of the Funds will be achieved. More detailed information concerning the investment objectives, policies and restrictions of the Funds, the expenses of the Funds, the risks attendant to investing in the Funds and other aspects of their operations can be found in the current prospectuses for the Funds and the current Statement of Additional Information for each of the Funds. You may obtain a prospectus or a Statement of Additional Information for any of the Funds by contacting Protective Life or by asking your investment advisor. You should read the Funds' prospectuses carefully before making any decision concerning the allocation of Purchase Payments or transfers among the Sub-Accounts.

Certain Funds may have investment objectives and policies similar to other mutual funds (sometimes having similar names) that are managed by the same investment adviser or manager. The investment results of the Funds, however, may be more or less favorable than the results of such other mutual funds. Protective Life does not guarantee or make any representation that the investment results of any Fund is, or will be, comparable to any other mutual fund, even one with the same investment adviser or manager.


17



Selection of Funds

We select the Funds offered through the Contracts based on several criteria, including the following:

•  asset class coverage,

•  the strength of the investment adviser's (or sub-adviser's) reputation and tenure,

•  brand recognition,

•  performance,

•  the capability and qualification of each investment firm, and

•  whether our distributors are likely to recommend the Funds to Contract Owners.

Another factor we consider during the selection process is whether the Fund, its adviser, its sub-adviser, or an affiliate will make payments to us or our affiliates. For a discussion of these arrangements, see "Certain Payments We Receive with Regard to the Funds." We also consider whether the Fund, its adviser, sub-adviser, or distributor (or an affiliate) can provide marketing and distribution support for sale of the Contracts. We review each Fund periodically after it is selected. Upon review, we may remove a Fund or restrict allocation of additional Purchase Payments and/or transfers of Contract Value to a Fund if we determine the Fund no longer meets one or more of the criteria and/or if the Fund has not attracted significant contract owner assets. We do not recommend or endorse any particular Fund, and we do not provide investment advice.

Asset Allocation Model Portfolios

Four asset allocation models ("Model Portfolios") are available at no additional charge as Investment Options under your Contract.

Each Model Portfolio invests different percentages of Contract Value in some or all of the Sub-Accounts under your Contract, and these Model Portfolios range from conservative to aggressive. The Model Portfolios are intended to provide a diversified investment portfolio by combining different asset classes to help you reach your investment goal. Also, while diversification may help reduce overall risk, it does not eliminate the risk of losses and it does not protect against losses in a declining market. There can be no assurance that any of the Model Portfolios will achieve their investment objectives.

Pursuant to an agreement with Protective Life, Milliman Financial Risk Management LLC ("Milliman"), a diversified financial services firm and registered investment adviser, provides consulting services to Protective Life regarding the composition and review of the Model Portfolios and is compensated by Protective for doing so. There is no investment advisory relationship between Milliman and Owners with respect to the Model Portfolios. In the future, Protective may modify or discontinue its arrangement with Milliman, in which case Protective may contract with another firm to provide similar asset allocation models, provide its own asset allocation models, or cease offering asset allocation models.

The selection of Investment Options in the Model Portfolios involves balancing a number of factors including, but not limited to, the investment objectives, policies and expenses of the Funds, the overall historical performance and volatility of the Funds, marketability of individual Funds and Fund families, marketing support provided to Protective Life and the broker-dealers who sell the Contracts and administrative services and marketing support payments made by the Fund or its manager to Protective Life or Investment Distributors, Inc. ("IDI").

The available Model Portfolios may change from time to time. In addition, the target asset allocations of these Model Portfolios may vary from time to time in response to market conditions and changes in the portfolio holdings of the Funds in the underlying Sub-Accounts. We will provide written notice if the composition of a model portfolio changes, if there is a material change in our arrangement with Milliman, or if we cease offering asset allocation models altogether. We will not change your existing Contract Value or Purchase Payment allocation or percentages in response to these changes, however. If you desire to change your Contract Value or Purchase Payment allocation or percentages to reflect a revised or different Model Portfolio, you must submit new allocation instructions to our Administrative Office in writing.

The following is a brief description of the four Model Portfolios currently available. They are more fully described in a separate brochure. Your sales representative can provide additional information about the Model Portfolios and help you select which Model Portfolio, if any, may be suitable for you. Please talk to him or her if you have additional questions about these Model Portfolios.


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Conservative Growth portfolio is composed of underlying Sub-Accounts representing a target allocation of approximately 40% in equity and 60% in fixed income investments. The largest of the asset class target allocations are in fixed income, large-cap value and mortgages.

Balanced Growth & Income portfolio is composed of underlying Sub-Accounts representing a target allocation of approximately 50% in equity and 50% in fixed income investments. The largest asset class target allocations are in fixed income, large-cap value, international equity and large-cap growth.

Balanced Growth portfolio is composed of underlying Sub-Accounts representing a target allocation of approximately 60% in equity and 40% in fixed income investments. The largest asset class target allocations are in fixed income, international equity, large-cap value, and large-cap growth.

Growth Focus portfolio is composed of underlying Sub-Accounts representing a target allocation of approximately 75% in equity and 25% in fixed income investments. The largest asset class target allocations are in international equity, large-cap value, large-cap growth and mid-cap stocks.

Other Information about the Funds

Each Fund sells its shares to the Variable Account in accordance with the terms of a participation agreement between the appropriate investment company and Protective Life. The termination provisions of these agreements vary. If a participation agreement relating to a Fund terminates, the Variable Account may not be able to purchase additional shares of that Fund. In that event, Owners may no longer be able to allocate Variable Account value or Purchase Payments to Sub-Accounts investing in that Fund. In certain circumstances, it is also possible that a Fund may refuse to sell its shares to the Variable Account despite the fact that the participation agreement relating to that Fund has not been terminated. Should a Fund decide to discontinue selling its shares to the Variable Account, Protective Life would not be able to honor requests from Owners to allocate Purchase Payments or transfer Contract Value to the Sub-Account investing in shares of that Fund.

Certain Payments We Receive with Regard to the Funds

We (and our affiliates) may receive payments from the Funds, their advisers, sub-advisers, and their distributors, or affiliates thereof. These payments are negotiated and thus differ by Fund (sometimes substantially), and the amounts we (or our affiliates) receive may be significant. These payments are made for various purposes, including payment for the services provided and expenses incurred by us (and our affiliates) in promoting, marketing and administering the Contracts, and in our role as intermediary to, the Funds. We (and our affiliates) may profit from these payments.

12b-1 Fees. We and our affiliate, IDI, the principal underwriter for the Contracts, receive 12b-1 fees from the Funds, their advisers, sub-advisers, and their distributors, or affiliates thereof that are based on a percentage of the average daily net assets of the particular Fund attributable to the Contracts and to certain other variable insurance contracts issued or administered by us (or our affiliate). IDI may pay some or all of the 12b-1 fees it receives to us. Rule 12b-1 fees are paid out of Fund assets as part of the Fund's total annual operating expenses. Payments made out of Fund assets will reduce the amount of assets that you otherwise would have available for investment, and will reduce the return on your investment. The chart below shows the maximum 12b-1 fees we and IDI anticipate we will receive from the Funds on an annual basis:

Incoming 12b-1 Fees

Fund

 

Maximum 12b-1 fee

 

Paid to IDI:

         

Fidelity Variable Insurance Products

   

0.25

%

 

Paid to us:

         

AIM Variable Insurance Funds (Invesco Variable Insurance Funds)

   

0.25

%  

American Funds Insurance Series

   

0.25

%  

Franklin Templeton Variable Insurance Products Trust

   

0.25

%

 

Goldman Sachs Variable Insurance Trust

   

0.25

%

 

Legg Mason Partners Variable Equity Trust

   

0.25

%

 

Oppenheimer Variable Account Funds

   

0.25

%  

PIMCO Variable Insurance Trust

   

0.25

%

 

Royce Capital Fund

   

0.25

%  

Payments From Advisers and/or Distributors. As of the date of this prospectus, we (or our affiliates) also receive payments from the investment advisers, sub-advisers, or distributors (or affiliates thereof) of all of the Funds other


19



than 12b-1 fees. These payments are not paid out of Fund assets. These payments may be derived, in whole or in part, from the investment advisory fee deducted from Fund assets. Owners, through their indirect investment in the Funds, bear the costs of these investment advisory fees (see the Funds' prospectuses for more information). The amount of the payments we receive is based on a percentage of the average daily net assets of the particular Fund attributable to the Contracts and to certain other variable insurance contracts issued or administered by us (or our affiliate). The payments we receive from the investment advisers, sub-advisers or distributors of the Funds currently range from 0.10% to 0.50% of Fund assets attributable to our variable insurance contracts.

Other Payments. A Fund's adviser, sub-adviser, or distributor or its affiliates may provide us (or our affiliates) and/or broker-dealers that sell the Contracts ("selling firms") with marketing support, may pay us (or our affiliates) and/or selling firms amounts to participate in national and regional sales conferences and meetings with the sales desks, and may occasionally provide us (or our affiliates) and/or selling firms with items of relatively small value, such as promotional gifts, meals, tickets, or other similar items in the normal course of business.

For details about the compensation payments we make in connection with the sale of the Contracts, see "Distribution of the Contracts."

Other Investors in the Funds

Shares of American Funds Insurance Series, Fidelity ® Variable Insurance Products, AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Oppenheimer Variable Account Funds, Lord Abbett Series Fund, Inc., Franklin Templeton Variable Insurance Products Trust, Royce Capital Fund, Legg Mason Partners Variable Equity Trust, PIMCO Variable Insurance Trust and Goldman Sachs Variable Insurance Trust, are sold to separate accounts of insurance companies, which may or may not be affiliated with Protective Life or each other, a practice known as "shared funding." They may also be sold to separate accounts to serve as the underlying investment for both variable annuity contracts and variable life insurance policies, a practice known as "mixed funding." As a result, there is a possibility that a material conflict may arise between the interests of Owners of Protective Life's Contracts, whose Contract Values are allocated to the Variable Account, and of owners of other contracts whose contract values are allocated to one or more other separate accounts investing in any one of the Funds. Shares of some of these Funds may also be sold to certain qualified pension and retirement plans. As a result, there is a possibility that a material conflict may arise between the interests of Contract Owners generally or certain classes of Contract Owners, and such retirement plans or participants in such retirement plans. In the event of any such material conflicts, Protective Life will consider what action may be appropriate, including removing the Fund from the Variable Account or replacing the Fund with another fund. The boards of directors (or trustees) of American Funds Insurance Series, Fidelity ® Variable Insurance Products, AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Oppenheimer Variable Account Funds, Lord Abbett Series Fund, Inc., Franklin Templeton Variable Insurance Products Trust, Royce Capital Fund, Legg Mason Partners Variable Equity Trust, PIMCO Variable Insurance Trust and Goldman Sachs Variable Insurance Trust, monitor events related to their Funds to identify possible material irreconcilable conflicts among and between the interests of the Fund's various investors. There are certain risks associated with mixed and shared funding and with the sale of shares to qualified pension and retirement plans, as disclosed in each Fund's prospectus.

Addition, Deletion or Substitution of Investments

Protective Life reserves the right, subject to applicable law, to make additions to, deletions from, or substitutions for the shares that are held in the Variable Account or that the Variable Account may purchase. If the shares of a Fund are no longer available for investment or if in Protective Life's judgment further investment in any Fund should become inappropriate in view of the purposes of the Variable Account, Protective Life may redeem the shares, if any, of that Fund and substitute shares of another registered open-end management company or unit investment trust. The new Funds may have higher fees and charges than the ones they replaced. Protective Life will not substitute any shares attributable to a Contract's interest in the Variable Account without notice and any necessary approval of the Securities and Exchange Commission and state insurance authorities. Because the plan fiduciary retains the right to select the investments in an employee benefit plan, when the fiduciary receives notice of an addition, deletion, or substitution of an investment (for example, either through this prospectus or a supplement to the prospectus), a plan fiduciary should consider whether the Contract will remain a prudent investment for the plan. If a plan fiduciary wishes to reject the change after receiving notice, it can do so by surrendering the Contract.

Protective Life also reserves the right to establish additional Sub-Accounts of the Variable Account, each of which would invest in shares of a new Fund. Subject to applicable law and any required SEC approval, Protective Life may, in its sole discretion, establish new Sub-Accounts or eliminate one or more Sub-Accounts if marketing needs, tax


20



considerations or investment conditions warrant. We may make any new Sub-Accounts available to existing Owner(s) on a basis we determine. All Sub-Accounts and Funds may not be available to all classes of contracts.

If we make any of these substitutions or changes, Protective Life may by appropriate endorsement change the Contract to reflect the substitution or other change. If Protective Life deems it to be in the best interest of Owners and Annuitants, and subject to any approvals that applicable law may require, we may operate the Variable Account as a management company under the 1940 Act, we may de-register it under that Act if registration is no longer required, or we may combine it with other Protective Life separate accounts. Protective Life reserves the right to make any changes to the Variable Account that the 1940 Act or other applicable law or regulation requires or permits.

DESCRIPTION OF THE CONTRACT

The following sections describe the Contracts currently being offered.

The Contract

The Protective Variable Annuity NY II B Series Contract is an individual flexible premium deferred variable and fixed annuity contract issued by Protective Life.

Use of the Contract in Qualified Plans

You may purchase the Contract on a non-qualified basis. You may also purchase it for use within certain qualified retirement plans or in connection with other employee benefit plans or arrangements that receive favorable tax treatment. Such qualified plans include individual retirement accounts and individual retirement annuities (IRAs), and pension and profit sharing plans (including H.R. 10 Plans). Many of these qualified plans, including IRAs, provide the same type of tax deferral as provided by the Contract. The Contract, however, provides a number of benefits and features not provided by such retirement plans and employee benefit plans or arrangements alone. There are costs and expenses under the Contract related to these benefits and features. You should consult a qualified tax and/or financial adviser regarding the use of the Contract within a Qualified Plan or in connection with other employee benefit plans or arrangements. You should carefully consider the benefits and features provided by the Contract in relation to their costs (e.g., surrender charges) as they apply to your particular situation.

Parties to the Contract

Owner

The Owner is the person or persons who own the Contract and is entitled to exercise all rights and privileges provided in the Contract. Two persons may own the Contract together. In the case of two Owners, provisions relating to action by the Owner means both Owners acting together. Protective Life may accept instructions from one Owner on behalf of all Owners via the internet and only to transfer Contract Value among and/or between Sub-Accounts. Protective Life will only issue a Contract prior to each Owner's 86 th birthday (76 th birthday if the Maximum Anniversary Value Death Benefit is selected). Individuals as well as nonnatural persons, such as corporations or trusts, may be Owners. In the case of Owners who are nonnatural persons, age restrictions apply to the Annuitant.

The Owner of this Contract may be changed by Written Notice provided:

(1)  each new Owner's 86 th birthday (76 th birthday if Maximum Anniversary Value Death Benefit was selected) is after the Issue Date; and

(2)  each new Owner's 95 th birthday is on or after the Annuity Date.

For a period of 1 year after any change of ownership involving a natural person, the death benefit will equal the Contract Value. Naming a nonnatural person as an Owner or changing the Owner may result in a tax liability. (See "Taxation of Annuities in General.") If you select the SecurePay 5 rider or the Protective Income Manager rider, changing and/or adding Owners may result in termination of the rider. (See "Protected Lifetime Income Benefits.")

Beneficiary

The Beneficiary is the person or persons who may receive the benefits of this Contract upon the death of any Owner.

Primary — The Primary Beneficiary is the surviving Owner, if any. If there is no surviving Owner, the Primary Beneficiary is the person or persons designated by the Owner and named in our records.

Contingent — The Contingent Beneficiary is the person or persons designated by the Owner and named in our records to be Beneficiary if the Primary Beneficiary is not living at the time of the Owner's death.


21



If no Beneficiary designation is in effect or if no Beneficiary is living at the time of an Owner's death, the Beneficiary will be the estate of the deceased Owner. If any Owner dies on or after the Annuity Date, the Beneficiary will become the new Owner.

Unless designated irrevocably, the Owner may change the Beneficiary by Written Notice prior to the death of any Owner. An irrevocable Beneficiary is one whose written consent is needed before the Owner can change the Beneficiary designation or exercise certain other rights. In the case of certain Qualified Contracts, Treasury Department regulations prescribe certain limitations on the designation of a Beneficiary. If you select the SecurePay 5 rider or the Protective Income Manager rider, changing and/or adding Beneficiaries may result in termination of the rider. (See "Protected Lifetime Income Benefits.")

Annuitant

The Annuitant is the person or persons on whose life annuity income payments may be based. The first Owner shown on the application for the Contract is the Annuitant unless the Owner designates another person as the Annuitant. The Contract must be issued prior to the Annuitant's 86 th birthday (76 th birthday if the Maximum Anniversary Value Death Benefit is selected). If the Annuitant is not an Owner and dies prior to the Annuity Date, the Owner will become the new Annuitant unless the Owner designates otherwise. However, if the Owner is a nonnatural person, the death of the Annuitant will be treated as the death of the Owner.

The Owner may change the Annuitant by Written Notice prior to the Annuity Date. However, if any Owner is not a natural person, then the Annuitant may not be changed. The new Annuitant's 95 th birthday must be on or after the Annuity Date in effect when the change of Annuitant is requested. If you select the SecurePay 5 rider or the Protective Income Manager rider, changing the Annuitant will result in termination of the rider. (See "Protected Lifetime Income Benefits.")

Payee

The Payee is the person or persons designated by the Owner to receive the annuity income payments under the Contract. The Annuitant is the Payee unless the Owner designates another party as the Payee. The Owner may change the Payee at any time.

Issuance of a Contract

To purchase a Contract, you must submit certain application information and an initial Purchase Payment to Protective Life through a licensed representative of Protective Life. Any such licensed representative must also be a registered representative of a broker/dealer having a distribution agreement with Investment Distributors, Inc. Protective Life reserves the right to accept or decline a request to issue a Contract, for any reason permitted or required by law. Contracts may be sold to or in connection with retirement plans which do not qualify for special tax treatment as well as retirement plans that qualify for special tax treatment under the Code.

If the necessary application information for a Contract accompanies the initial Purchase Payment, we will allocate the initial Purchase Payment (less any applicable premium tax) to the Investment Options as you direct on the appropriate form within two business days of receiving such Purchase Payment at the Administrative Office. If we do not receive the necessary application information, Protective Life will retain the Purchase Payment for up to five business days while it attempts to complete the information. If the necessary application information is not complete after five business days, Protective Life will inform the applicant of the reason for the delay and return the initial Purchase Payment immediately unless the applicant specifically consents to Protective Life retaining it until the information is complete. Once the information is complete, we will allocate the initial Purchase Payment to the appropriate Investment Options within two business days. You may transmit information necessary to complete an application to Protective Life by telephone, facsimile, or electronic media.

Purchase Payments

We will only accept Purchase Payments before the earlier of the oldest Owner's and Annuitant's 86 th birthday. No Purchase Payment will be accepted within 3 years of the Annuity Date then in effect. If you select the SecurePay 5 rider, you cannot make any Purchase Payments on or after the Benefit Election Date. (See "SecurePay 5.") The minimum initial Purchase Payment is $25,000 ($5,000 without the Protective Income Manager rider). The minimum subsequent Purchase Payment is $100 or $50 if made by electronic funds transfer. We reserve the right not to accept any Purchase Payment in our sole discretion. Under certain circumstances, we may be required by law to reject a Purchase Payment.


22



Purchase Payments are payable at our Administrative Office. You may make them by check payable to Protective Life and Annuity Insurance Company or by any other method we deem acceptable. We will process Purchase Payments as of the end of the Valuation Period during which we receive your payment and a completed transaction service form at our Administrative Office at the Accumulation Unit Value next determined for the portion of the Purchase Payment allocated to the Sub-Account. Valuation Periods end at the close of regular trading on the New York Stock Exchange. We will process any Purchase Payment received at our Administrative Office after the end of the Valuation Period on the next Valuation Date.

The maximum aggregate Purchase Payment(s) that can be made without prior Administrative Office approval is currently $1,000,000.

We reserve the right to change the maximum aggregate Purchase Payment(s) that we will accept at any time, and to condition acceptance of Purchase Payments over any established maximum amount upon prior approval by our Administrative Office and to impose conditions upon the acceptance of aggregate Purchase Payments greater than the established maximum, such as limiting the death benefit options that are available under your Contract. We also reserve the right to limit, suspend, or reject any and all Purchase Payments at any time. We would suspend, reject, and/or place limitations on the acceptance of initial and/or subsequent Purchase Payments in order to limit our exposure to the risks associated with offering the Contracts or riders under the Contracts. We also reserve the right to limit the Investment Options to which you may direct Purchase Payments for the same reasons, because changes in our arrangements with a Fund, or the investment manager or distributor of a Fund, or because a Fund has or will become unavailable for purchase under the Contracts. We will give written notice at least five (5) days before any changes regarding Purchase Payment limitations, or the allocation of Purchase Payments go into effect.

If we exercise our right to suspend, reject, and/or place limitations on the acceptance and/or allocation of subsequent Purchase Payments, you may be unable to, or limited in your ability to, increase your Contract Value through subsequent Purchase Payments. This could also prevent you from making future contributions to a Qualified Contract, including periodic contributions to an employer-sponsored retirement plan. (See "Qualified Retirement Plans."). Before you purchase this Contract and determine the amount of your initial Purchase Payment, you should consider the fact that we may suspend, reject, or limit subsequent Purchase Payments at some point in the future. You should consult with your sales representative prior to purchase.

Under the current automatic purchase payment plan, you may select a monthly or quarterly payment schedule pursuant to which Purchase Payments will be automatically deducted from a bank account. We currently accept automatic Purchase Payments on the 1 st through the 28 th day of each month. Each automatic Purchase Payment must be at least $50. You may not allocate payments made through the automatic purchase payment plan to any DCA Account. You may not elect the automatic purchase payment plan and the automatic withdrawal plan simultaneously. (See "Surrenders and Withdrawals".) Upon notification of the death of any Owner the Company will terminate deductions under the automatic purchase payment plan. The automatic purchase payment plan is not available if you purchase the Protective Income Manager rider. (See "Protective Income Manager.")

We do not always receive your Purchase Payment or your application on the day you send them or give them to your sales representative. In some circumstances, such as when you purchase a Contract in exchange for an existing annuity contract from another company, we may not receive your Purchase Payment from the other company for a substantial period of time after you sign the application and send it to us.

Right to Cancel

You have the right to return the Contract within 10 days after you receive it by returning it, along with a written cancellation request, to our Administrative Office or the sales representative who sold it. Return of the Contract by mail is effective on being post-marked, properly addressed and postage pre-paid. We will treat the returned Contract as if it had never been issued. Protective Life will refund the Contract Value plus any fees deducted from either Purchase Payments or Contract Value. This amount may be more or less than the aggregate amount of your Purchase Payments up to that time.

Allocation of Purchase Payments

Owners must indicate in the application how their initial and subsequent Purchase Payments are to be allocated among the Investment Options. If your allocation instructions are indicated by percentages, whole percentages must be used.

Owners may change allocation instructions by Written Notice at any time. Owners may also change instructions by telephone, facsimile, automated telephone system or via the Internet at www.protective.com ("non-written


23



instructions"). For non-written instructions regarding allocations, we may require a form of personal identification prior to acting on instructions and we will record any telephone voice instructions. If we follow these procedures, we will not be liable for any losses due to unauthorized or fraudulent instructions. We reserve the right to limit or eliminate any of these non-written communication methods for any Contract or class of Contracts at any time for any reason.

If you select the SecurePay 5 rider or the Protective Income Manager rider, your options for allocating Purchase Payments will be restricted. You must allocate your Purchase Payments (and Contract Value) in accordance with our Allocation Guidelines and Restrictions. (See "Allocation Guidelines and Restrictions for Protected Lifetime Income Benefits.")

Variable Account Value

Sub-Account Value

A Contract's Variable Account value at any time is the sum of the Sub-Account values and therefore reflects the investment experience of the Sub-Accounts to which it is allocated. There is no guaranteed minimum Variable Account value. The Sub-Account value for any Sub-Account as of the Issue Date is equal to the amount of the initial Purchase Payment allocated to that Sub-Account. On subsequent Valuation Dates prior to the Annuity Date, the Sub-Account value is equal to that part of any Purchase Payment allocated to the Sub-Account and any Contract Value transferred to the Sub-Account, adjusted by income, dividends, net capital gains or losses (realized or unrealized), decreased by withdrawals (including any applicable surrender charges and premium tax), Contract Value transferred out of the Sub-Account and fees deducted from the Sub-Account.

The Sub-Account value for a Contract may be determined on any day by multiplying the number of Accumulation Units attributable to the Contract in that Sub-Account by the Accumulation Unit value for the Accumulation Units in that Sub-Account on that day.

Determination of Accumulation Units

Purchase Payments allocated and Contract Value transferred to a Sub-Account are converted into Accumulation Units. An Accumulation Unit is a unit of measure used to calculate the value of a Sub-Account prior to the Annuity Date. We determine the number of Accumulation Units to be credited to a Contract by dividing the dollar amount directed to the Sub-Account by the Accumulation Unit value of the appropriate class of Accumulation Units of that Sub-Account for the Valuation Date as of which the allocation or transfer occurs. Purchase Payments allocated or amounts transferred to a Sub-Account under a Contract increase the number of Accumulation Units of that Sub-Account credited to the Contract. We execute such allocations and transfers as of the end of the Valuation Period in which we receive a Purchase Payment or Written Notice or other instruction requesting a transfer.

Certain events reduce the number of Accumulation Units of a Sub-Account credited to a Contract. The following events result in the cancellation of the appropriate number of Accumulation Units of a Sub-Account:

•  surrenders and applicable surrender charges;

•  withdrawals and applicable surrender charges;

•  automatic withdrawals and applicable surrender charges;

•  transfer from a Sub-Account and any applicable transfer fee;

•  payment of a death benefit claim;

•  application of the Contract Value to an Annuity Option; and

•  deduction of the monthly death benefit fee, the monthly SecurePay Fee, the monthly Protective Income Manager fee and the annual contract maintenance fee.

Accumulation Units are canceled as of the end of the Valuation Period in which we receive Written Notice of or other instructions regarding the event. Accumulation Units associated with the monthly death benefit fee, the monthly SecurePay Fee, the monthly Protective Income Manager fee and the annual contract maintenance fee are canceled without notice or instruction. The monthly fee is deducted from a Sub-Account in the same proportion that the Sub-Account value bears to the total Contract Value in the Variable Account on that date.


24



Determination of Accumulation Unit Value

The Accumulation Unit value for each class of Accumulation Units in a Sub-Account at the end of every Valuation Date is the Accumulation Unit value for that class at the end of the previous Valuation Date times the net investment factor.

Net Investment Factor

The net investment factor measures the investment performance of a Sub-Account from one Valuation Period to the next. For each Sub-Account, the net investment factor reflects the investment performance of the Fund in which the Sub-Account invests and the charges assessed against that Sub-Account for a Valuation Period. Each Sub-Account has a net investment factor for each Valuation Period which may be greater or less than one. Therefore, the value of an Accumulation Unit may increase or decrease. The net investment factor for any Sub-Account for any Valuation Period is determined by dividing (1) by (2) and subtracting (3) from the result, where:

(1)  is the result of:

a.  the net asset value per share of the Fund held in the Sub-Account, determined at the end of the current Valuation Period; plus

b.  the per share amount of any dividend or capital gain distributions made by the Funds held in the Sub-Account, if the "ex-dividend" date occurs during the current Valuation Period.

(2)  is the net asset value per share of the Fund held in the Sub-Account, determined at the end of the most recent prior Valuation Period.

(3)  is a factor representing the mortality and expense risk charge and the administration charge for the number of days in the Valuation Period and a charge or credit for any taxes attributed to the investment operations of the Sub-Account, as determined by the Company.

Transfers

Before the Annuity Date, you may instruct us to transfer Contract Value between and among the Investment Options. When we receive your transfer instructions on a completed transaction service form at our Administrative Office, we will allocate the Contract Value you transfer at the next price determined for the Investment Options you indicate. Prices for the Investment Options are determined as of the end of each Valuation Period, which is the close of regular trading on the New York Stock Exchange. Accordingly, transfer requests received in "good order" at our Administrative Office before the close of regular trading on the New York Stock Exchange are processed at the price determined as of the close of regular trading on the day the requests are received; transfer requests received at our Administrative Office after the close of regular trading on the New York Stock Exchange are processed at the price determined as of the close of regular trading on the next day on which the New York Stock Exchange is open for regular trading. A transaction request will be deemed in "good order" if the transaction service form is fully and accurately completed and signed by the Owner(s) and received by us at our Administrative Office. We may defer transfer requests under the same conditions that payment of withdrawals and surrenders may be delayed. (See "Suspension or Delay in Payments.") There are limitations on transfers, which are described below.

After the Annuity Date, when Variable Income Payments are selected, transfers are allowed between Sub-Accounts, but are limited to one transfer per month. Dollar cost averaging and portfolio rebalancing are not allowed. No transfers are allowed within the Guaranteed Account or from a Sub-Account and Guaranteed Account.

If you select the SecurePay 5 rider or the Protective Income Manager rider, your options for transferring Contract Value will be restricted. You must transfer Contract Value in accordance with our Allocation Guidelines and Restrictions. (See "Allocation Guidelines and Restrictions for Protected Lifetime Income Benefits.")

How to Request Transfers

Before or after the Annuity Date, owners may request transfers by Written Notice at any time. Owners also may request transfers by telephone, facsimile, automated telephone system or via the Internet at www.protective.com ("non-written instructions"). From time to time and at our sole discretion, we may introduce additional methods for requesting transfers or discontinue any method for making non-written instructions for such transfers. We will require a form of personal identification prior to acting on non-written instructions and we will record telephone requests. We will send you a confirmation of all transfer requests communicated to us. If we follow these procedures, we will not be liable for any losses due to unauthorized or fraudulent transfer requests.


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Reliability of Communications Systems

The Internet and telephone systems may not always be available. Any computer or telephone system, whether it is yours, your service providers', your registered representative's, or ours, can experience unscheduled outages or slowdowns for a variety of reasons. Such outages or delays may delay or prevent our processing of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you experience problems, you can make your transaction by writing to us at our Administrative Office.

Limitations on Transfers

We reserve the right to modify, limit, suspend or eliminate the transfer privileges (including acceptance of non-written instructions submitted by telephone, automated telephone system, the Internet or facsimile) without prior notice for any Contract or class of Contracts at any time for any reason.

Minimum amounts. You must transfer at least $100 each time you make a transfer. If the entire amount in the Investment Option is less than $100, you must transfer the entire amount. If less than $100 would be left in an Investment Option after a transfer, then we may transfer the entire amount out of that Investment Option instead of the requested amount.

Number of transfers. Currently we do not generally limit the number of transfers that may be made. We reserve the right, however, to limit the number of transfers to no more than 12 per Contract Year and we also reserve the right to charge a transfer fee for each additional transfer over 12 during any Contract Year if Protective Life determines, in its sole discretion, that the number of transfers or the cost of processing such transfers is excessive The transfer fee will not exceed $25 per transfer. We will deduct any transfer fee from the amount being transferred. (See "Charges and Deductions, Transfer Fee.")

Limitations on transfers involving the Guaranteed Account. No amounts may be transferred into a DCA Account. No amounts may be transferred to the Fixed Account within six months after any transfer from the Guaranteed Account to the Variable Account. The maximum amount that may be transferred from the Fixed Account during a Contract Year is the greater of (a) $2,500 or (b) 25% of the Contract Value in the Fixed Account. Due to this limitation, if you want to transfer all of your Contract Value from the Guaranteed Account to the Variable Account, it may take several years to do so. The limitation on transfers from the Fixed Account does not apply, however, to dollar cost averaging transfers from the Fixed Account.

Limitations on frequent transfers, including "market timing" transfers. Frequent transfers may involve an effort to take advantage of the possibility of a lag between a change in the value of a Fund's portfolio securities and the reflection of that change in the Fund's share price. This strategy, sometimes referred to as "market timing," involves an attempt to buy shares of a Fund at a price that does not reflect the current market value of the portfolio securities of the Fund, and then to realize a profit when the Fund shares are sold the next Valuation Date or thereafter.

When you request a transfer among the Sub-Accounts, your request triggers the purchase and redemption of Fund shares. Frequent transfers cause frequent purchases and redemptions of Fund shares. Frequent purchases and redemptions of Fund shares can cause adverse effects for a Fund, Fund shareholders, the Variable Account, other Owners, beneficiaries, annuitants, or owners of other variable annuity contracts we issue that invest in the Variable Account. Frequent transfers can result in the following adverse effects:

•  Increased brokerage, trading and transaction costs;

•  Disruption of planned investment strategies;

•  Forced and unplanned liquidation and portfolio turnover;

•  Lost opportunity costs; and

•  Large asset swings that decrease the Fund's ability to provide maximum investment return to all Contract Owners.

In order to try to protect our Owners and the Funds from the potential adverse effects of frequent transfer activity, we have implemented certain market timing policies and procedures (the "Market Timing Procedures"). Our Market Timing Procedures are designed to detect and prevent frequent, short-term transfer activity that may adversely affect the Funds, Fund shareholders, the Variable Account, other Owners, beneficiaries, annuitants and owners of other variable annuity contracts we issue that invest in the Variable Account. We discourage frequent transfers of Contract Value between Sub-Accounts.


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We monitor transfer activity in the Contracts to identify frequent transfer activity in any Contract. Our current Market Timing Procedures are intended to detect transfer activity in which the transfers exceed a certain dollar amount and a certain number of transfers involving the same Sub-Accounts within a specific time period. We regularly review transaction reports in an attempt to identify transfers that exceed our established parameters. We do not include transfers made pursuant to the dollar-cost averaging and portfolio rebalancing programs when monitoring for frequent transfer activity.

When we identify transfer activity exceeding our established parameters in a Contract or group of Contracts that appear to be under common control, we suspend non-written methods of requesting transfers for that Contract or group of Contracts. All transfer requests for the affected Contract or group of Contracts must be made by Written Notice. We notify the affected Owner(s) in writing of these restrictions.

In addition to our Market Timing Procedures, the Funds may have their own market timing policies and restrictions. While we reserve the right to enforce the Funds' policies and procedures, Owners and other persons with interests under the Contracts should be aware that we may not have the contractual authority or the operational capacity to apply the market timing policies and procedures of the Funds, except that, under SEC rules, we are required to: (1) enter into a written agreement with each Fund or its principal underwriter that obligates us to provide to the Fund promptly upon request certain information about the trading activity of individual Owners, and (2) execute instructions from the Fund to restrict or prohibit further purchases or transfers by specific Owners who violate the market timing policies established by the Fund.

Some of the Funds have reserved the right to temporarily or permanently refuse payments or transfer requests from us if, in the judgment of the Fund's investment adviser, the Fund would be unable to invest effectively in accordance with its investment objective or policies, or would otherwise potentially be adversely affected. To the extent permitted by law, we reserve the right to delay or refuse to honor a transfer request, or to reverse a transfer at any time we are unable to purchase or redeem shares of any of the Funds because of the Fund's refusal or restriction on purchases or redemptions. We will notify the Owner(s) of any refusal or restriction on a purchase or redemption by a Fund relating to that Owner's transfer request. Some Funds also may impose redemption fees on short-term trading ( i.e. , redemptions of mutual Fund shares within a certain number of business days after purchase). We reserve the right to implement, administer, and collect any redemption fees imposed by any of the Funds. You should read the prospectus of each Fund for more information about its ability to refuse or restrict purchases or redemptions of its shares, which may be more or less restrictive than our Market Timing Procedures and those of other Funds, and to impose redemption fees.

We apply our Market Timing Procedures consistently to all Owners without special arrangement, waiver or exception. We reserve the right to change our Market Timing Procedures at any time without prior notice as we deem necessary or appropriate to better detect and deter potentially harmful frequent transfer activity, to comply with state or federal regulatory requirements, or both. We may change our parameters to monitor for different dollar amounts, number of transfers, time period of the transfers, or any of these.

Owners seeking to engage in frequent transfer activity may employ a variety of strategies to avoid detection. Our ability to detect and deter such transfer activity is limited by operational systems and technological limitations. Furthermore, the identification of Owners determined to be engaged in transfer activity that may adversely affect others involves judgments that are inherently subjective. Accordingly, despite our best efforts, we cannot guarantee that our Market Timing Procedures will detect or deter every potential market timer. In addition, because other insurance companies, retirement plans, or both may invest in the Funds, we cannot guarantee that the Funds will not suffer harm from frequent transfer activity in contracts or policies issued by other insurance companies or by retirement plan participants.

Dollar Cost Averaging

Before the Annuity Date, you may instruct us by Written Notice to transfer automatically, on a monthly basis, amounts from a DCA Account or the Fixed Account to any Sub-Account of the Variable Account. This is known as the "dollar-cost averaging" ("DCA") method of investment. By transferring equal amounts of Contract Value on a regularly scheduled basis, as opposed to allocating a larger amount at one particular time, an Owner may be less susceptible to the impact of market fluctuations in the value of Sub-Account Accumulation Units. Protective Life, however, makes no guarantee that the dollar cost averaging method will result in a profit or protection against loss.

Dollar cost averaging transfers are made monthly; you may choose to make the transfers on the 1 st through the 28 th day of each month. Upon the death of any Owner, dollar cost averaging transfers will continue until canceled by the Beneficiary(s).


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There is no charge for dollar cost averaging. Automatic transfers made to facilitate dollar cost averaging will not count toward the 12 transfers permitted each Contract Year if we elect to limit transfers, or the designated number of free transfers in any Contract Year if we elect to charge for transfers in excess of that number in any Contract Year. We reserve the right to restrict the Sub-Accounts into which you may make DCA transfers or discontinue dollar cost averaging upon written notice to the Owner at any time for any reason.

If you select the SecurePay 5 rider or the Protective Income Manager rider, you may allocate your Purchase Payments to a DCA Account only; your dollar-cost averaging transfers from these Accounts must be allocated, however, in accordance with our Allocation Guidelines and Restrictions. You may not allocate Purchase Payments to the Fixed Account if you select the SecurePay 5 rider or the Protective Income Manager rider. (See "Allocation Guidelines and Restrictions for Protected Lifetime Income Benefits.")

Transfers from the DCA Accounts. If you allocate a Purchase Payment to one of the DCA Accounts, you must include instructions regarding the day of the month on which the transfers should be made, the period during which the dollar cost averaging transfers should occur, and the Sub-Accounts into which the transferred funds should be allocated. Currently, you may establish monthly transfers of equal amounts of Contract Value from DCA Account 1 monthly for a minimum of three to a maximum of six months and from the DCA Account 2 for a minimum of seven to a maximum of twelve months.

From time to time, we may offer different maximum periods for dollar cost averaging amounts from a DCA Account. At times, the Company may credit a higher annual rate of interest to the balance held in DCA Account 2 than the balance held in DCA Account 1. Dollar cost averaging transfers will be made monthly. The periodic amount transferred from a DCA Account will be equal to the Purchase Payment allocated to the DCA Account divided by the number of dollar cost averaging transfers to be made.

The interest rates on the DCA Accounts apply to the declining balance in the account. Therefore the amount of interest actually paid with respect to a Purchase Payment allocated to the DCA Account will be substantially less than the amount that would have been paid if the full Purchase Payment remained in the DCA Account for the full period. Interest credited will be transferred from the DCA Account after the last dollar cost averaging transfer.

We will process dollar cost averaging transfers until the earlier of the following: (1) the DCA Account Value equals $0, or (2) the Owner instructs us by Written Notice to cancel the automatic transfers. If you terminate transfers from a DCA Account before the amount remaining in that account is $0, we will immediately transfer any amount remaining in that DCA Account according to your instructions. If you do not provide instructions, we will transfer the remaining amount to the Sub-Accounts according to your dollar cost averaging allocation instruction in effect at that time.

Transfers from the Fixed Account. You may also establish dollar-cost averaging transfers from the Fixed Account. The minimum period for dollar cost averaging transfers from the Fixed Account is twelve months; there is no maximum transfer period. If you wish to establish dollar-cost averaging transfers from the Fixed Account, you must include instructions regarding the day of the month on which the transfers should be made, the amount of the transfers (you must transfer the same amount each time), the period during which the dollar cost averaging transfers should occur, and the Sub-Accounts into which the transferred funds should be allocated.

Portfolio Rebalancing

Before the Annuity Date, you may instruct Protective Life by Written Notice to periodically transfer your Variable Account value among specified Sub-Accounts to achieve a particular percentage allocation of Variable Account value among such Sub-Accounts ("portfolio rebalancing"). The portfolio rebalancing percentages must be in whole numbers and must allocate amounts only among the Sub-Accounts. Unless you instruct otherwise, portfolio rebalancing is based on your Purchase Payment allocation instructions in effect with respect to the Sub-Accounts at the time of each rebalancing transfer. We deem portfolio rebalancing instructions from you that differ from your current Purchase Payment allocation instructions to be a request to change your Purchase Payment allocation.

You may elect portfolio rebalancing to occur on the 1 st through 28 th day of a month on either a quarterly, semi-annual or annual basis. If you do not select a day, transfers will occur on the same day of the month as your Contract Anniversary, or on the 28 th day of the month if your Contract Anniversary occurs on the 29 th , 30 th or 31 st day of the month. You may change or terminate portfolio rebalancing by Written Notice, or by other non-written communication methods acceptable for transfer requests. Upon the death of any Owner portfolio rebalancing will continue until canceled by the Beneficiary(s).

There is no charge for portfolio rebalancing. Automatic transfers made to facilitate portfolio rebalancing will not count toward the 12 transfers permitted each Contract Year if we elect to limit transfers, or the designated number of free


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transfers in any Contract Year if we elect to charge for transfers in excess of that number in any Contract Year. We reserve the right to discontinue portfolio rebalancing upon written notice to the Owner at any time for any reason.

Surrenders and Withdrawals

At any time before the Annuity Date, you may request a surrender of or withdrawal from your Contract. Federal and state income taxes may apply to surrenders and withdrawals (including withdrawals made under the SecurePay 5 rider or the Protective Income Manager rider), and a 10% federal penalty tax may apply if the surrender or withdrawal occurs before the Owner reaches age 59 1 / 2 . (See "TAXATION OF ANNUITIES IN GENERAL, Taxation of Withdrawals and Surrenders.") A surrender charge may also apply to surrenders and withdrawals under the Contracts. (See "Charges and Deductions".) A surrender value may be available under certain Annuity Options. (See "Annuitization.") In accordance with SEC regulations, surrenders and withdrawals are payable within 7 calendar days of our receiving your request in "good order" at our Administrative Office. (See "Suspension or Delay in Payments.") A transaction request will be deemed in "good order" if the transaction service form is fully and accurately completed and signed by the Owner(s) and received by us at our Administrative Office.

Surrenders

At any time before the Annuity Date, you may request a surrender of your Contract for its surrender value either by Written Notice or by facsimile. Surrenders requested by facsimile are subject to limitations. Currently, we accept requests by facsimile for surrenders of Contracts that have a Contract Value of $50,000 or less. For Contracts that have a Contract Value greater than $50,000, we will only accept surrender requests by Written Notice. We may eliminate your ability to request a surrender by facsimile or change the requirements for your ability to request a surrender by facsimile for any Contract or class of Contracts at any time without prior notice. We will pay you the surrender value in a lump sum.

Withdrawals

At any time before the Annuity Date, you may request a withdrawal of your Contract Value provided the Contract Value remaining after the withdrawal is at least $5,000. If you request a withdrawal that would reduce your Contract Value below $5,000, then we will consider your request to be not in good order and we will notify you that we will not process your request. Please note that if you select the SecurePay 5 rider or the Protective Income Manager rider special withdrawal rules apply. (See "Protected Lifetime Income Benefits.")

You may request a withdrawal by Written Notice or by facsimile. If we have received your completed telephone withdrawal authorization form, you also may request a withdrawal by telephone. Withdrawals requested by telephone or facsimile are subject to limitations. Currently we accept requests for withdrawals by telephone or by facsimile for amounts not exceeding 25% of Contract Value, up to a maximum of $50,000. For withdrawals exceeding 25% of the Contract Value and/or $50,000 we will only accept withdrawal requests by Written Notice. We may eliminate your ability to make withdrawals by telephone or facsimile or change the requirements for your ability to make withdrawals by telephone or facsimile for any Contract or class of Contracts at any time without prior notice.

You may specify the amount of the withdrawal to be made from any Investment Option. If you do not so specify, or if the amount in the designated Investment Option(s) is inadequate to comply with the request, the withdrawal will be made from each Investment Option based on the proportion that the value of each Investment Option bears to the total Contract Value.

Signature Guarantees

Signature guarantees are required for withdrawals or surrenders of $50,000 or more.

Signature guarantees are relied upon as a means of preventing the perpetuation of fraud in financial transactions, including the disbursement of funds or assets from a victim's account with a financial institution or a provider of financial services. They provide protection to investors by, for example, making it more difficult for a person to take another person's money by forging a signature on a written request for the disbursement of funds.

An investor can obtain a signature guarantee from more than 7,000 financial institutions across the United States and Canada that participate in a Medallion signature guarantee program. The best source of a signature guarantee is a bank, savings and loan association, brokerage firm, or credit union with which you do business. Guarantor firms may, but frequently do not, charge a fee for their services.

A notary public cannot provide a signature guarantee. Notarization will not substitute for a signature guarantee.


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Surrender Value

The surrender value of any surrender or withdrawal request is equal to the Contract Value surrendered or withdrawn minus any applicable surrender charge, contract maintenance fee and premium tax. We will determine the surrender value as of the end of the Valuation Period during which we receive your request in "good order" at our Administrative Office. A transaction request will be deemed in "good order" if the transaction service form is fully and accurately completed and signed by the Owner(s) and received by us at our Administrative Office. Valuation Periods end at the close of regular trading on the New York Stock Exchange. We will process any request received at our Administrative Office after the end of the Valuation Period on the next Valuation Date.

The amount we will pay you if you request a withdrawal depends on whether you request a "gross" withdrawal or a "net" withdrawal. For a "gross" withdrawal, this amount is equal to the Contract Value withdrawn minus any applicable surrender charge and premium tax. For a "net" withdrawal, this amount is equal to the Contract Value withdrawn (we will deduct the surrender charge from your remaining Contract Value after we process the withdrawal). (See "Charges and Deductions — Surrender Charge (Contingent Deferred Sales Charge).")

Cancellation of Accumulation Units

Surrenders and withdrawals, including any surrender charges, will result in the cancellation of Accumulation Units from each applicable Sub-Account(s) and/or in a reduction of the Guaranteed Account value.

Surrender and Withdrawal Restrictions

The Owner's right to make surrenders and withdrawals is subject to any restrictions imposed by applicable law or employee benefit plan.

In the case of certain Qualified Plans, federal tax law imposes restrictions on the form and manner in which benefits may be paid. For example, spousal consent may be needed in certain instances before a distribution may be made.

Automatic Withdrawals

Currently, we offer an automatic withdrawal plan. This plan allows you to pre-authorize periodic withdrawals before the Annuity Date. You may elect to participate in this plan at the time of application or at a later date by properly completing an election form. Payments to you under this plan will only be made by electronic fund transfer. To participate in the plan you must have:

(1)  made an initial Purchase Payment of at least $5,000 ($25,000 if the Protective Income Manager rider was purchased); or

(2)  a Contract Value as of the previous Contract Anniversary of at least $5,000.

The automatic withdrawal plan and the automatic purchase payment plan may not be elected simultaneously. (See "Purchase Payments.") There may be federal and state income tax consequences to automatic withdrawals from the Contract, including the possible imposition of a 10% federal penalty tax if the withdrawal occurs before the Owner reaches age 59 1 / 2 . You should consult your tax advisor before participating in any withdrawal program. (See "Taxation of Surrenders and Withdrawals.")

When you elect the automatic withdrawal plan, you will instruct Protective Life to withdraw a level dollar amount from the Contract on a monthly or quarterly basis. Automatic withdrawals may be made on the 1 st through the 28 th day of each month. The amount requested must be at least $100 per withdrawal. We will process withdrawals for the designated amount until you instruct us otherwise. If, during any Contract Year, the amount of the withdrawals exceeds the "free withdrawal amount" described in the "Surrender Charge" section of this prospectus, we will deduct a surrender charge where applicable. (See "Surrender Charge.") Automatic withdrawals will be taken pro-rata from the Investment Options in proportion to the value each Investment Option bears to the total Contract Value. We will pay you the amount requested each month or quarter as applicable and cancel the applicable Accumulation Units.

If any automatic withdrawal transaction would result in a Contract Value of less than $5,000 after the withdrawal, the transaction will not be completed and the automatic withdrawal plan will terminate. Once automatic withdrawals have terminated due to insufficient Contract Value, they will not be automatically reinstated in the event that your Contract Value should reach $5,000 again. Upon notification of the death of any Owner, we will terminate the automatic withdrawal plan. The automatic withdrawal plan may be discontinued by the Owner by Written Notice at any time for any reason.


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There is no charge for the automatic withdrawal plan. We reserve the right to discontinue the automatic withdrawal plan upon written notice to you. If you select the SecurePay 5 rider under your Contract, any automatic withdrawal plan in effect will terminate on the Benefit Election Date. The automatic withdrawal plan is not available if you purchase the Protective Income Manager rider.

THE GUARANTEED ACCOUNT

The Guaranteed Account has not been, and is not required to be, registered with the SEC under the Securities Act of 1933, as amended (the "1933 Act"), and neither these accounts nor the Company's general account have been registered as an investment company under the 1940 Act. Therefore, neither the Guaranteed Account, the Company's general account, nor any interests therein are generally subject to regulation under the 1933 Act or the 1940 Act. The disclosures relating to the Guaranteed Account included in this prospectus are for the Owner's information. However, such disclosures are subject to certain generally applicable provisions of federal securities law relating to the accuracy and completeness of statements made in prospectuses.

The Guaranteed Account consists of the Fixed Account and the DCA Accounts. We may not always offer the Fixed Account or the DCA Accounts in new Contracts. If we are offering the Fixed Account or any of the DCA Accounts at the time you purchase your Contract, however, those accounts will always be available in your Contract. Please ask your sales representative whether the Fixed Account or any DCA Accounts are available in your Contract.

From time to time and subject to regulatory approval, we may offer Fixed Accounts or DCA Accounts with different interest guaranteed periods. We, in our sole discretion, establish the interest rates for each account in the Guaranteed Account. We will not declare a rate that yields values less than those required by the state in which the Contract is delivered. You bear the risk that we will not declare a rate that is higher than the minimum rate. Because these rates vary from time to time, allocations made to the same account within the Guaranteed Account at different times may earn interest at different rates. Current interest rate for each account in the Guaranteed Account is available on our website (www.protective.com) or by calling toll-free 1-800-456-6330.

Our General Account

The Guaranteed Account is part of our general account. Unlike Purchase Payments and Contract Value allocated to the Variable Account, we assume the risk of investment gain or loss on amounts held in the Fixed Account and the DCA Accounts.

The assets of our general account support our insurance and annuity obligations and are subject to our general liabilities from business operations and to claims by our creditors. Because amounts allocated to the Fixed Account and the DCA Accounts, plus any guarantees under the Contract that exceed your Contract Value (such as those associated with any enhanced death benefits, the SecurePay 5 rider or the Protective Income Manager rider), are paid from our general account, any amounts that we may pay under the Contract in excess of Variable Account value are subject to our financial strength and claims-paying ability. It is important to note that there is no guarantee that we will always be able to meet our claims-paying obligations, and that there are risks to purchasing any insurance product. For this reason, you should consider our financial strength and claims-paying ability to meet our obligations under the Contract when purchasing a Contract and making investment decisions under the Contract.

We encourage both existing and prospective contract owners to read and understand our financial statements. We prepare our financial statements on a statutory basis as required by state regulators.

Our audited financial statements are included in the Statement of Additional Information (which is available at no charge by calling us at 1-800-456-6330 or writing us at the address shown on the cover page of this prospectus). In addition, the Statement of Additional Information is available on the SEC's website at http://www.sec.gov.

You also will find on our website information on ratings assigned to us by one or more independent rating organizations. These ratings are opinions of our financial capacity to meet the obligations of our insurance and annuity contracts based on our financial strength and/or claims-paying ability.

The Fixed Account

You generally may allocate some or all of your Purchase Payments and may transfer some or all of your Contract Value to the Fixed Account. Amounts allocated or transferred to the Fixed Account earn interest from the date the funds are credited to the account. There are limitations on transfers involving the Fixed Account. Due to this limitation, if you want to transfer all of your Contract Value from the Fixed Account to the Variable Account, it may take several years to do so. You should carefully consider whether the Fixed Account meets your investment needs. (See "Transfers.")


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The interest rates we apply to Purchase Payments and transfers into the Fixed Account are guaranteed for one year from the date the Purchase Payment or transfer is credited to the account. When an interest rate guarantee expires, we will set a new interest rate, which may not be the same as the interest rate then in effect for Purchase Payments and transfers allocated to the Fixed Account. The new interest rate is also guaranteed for one year.

If you elect the SecurePay 5 rider or the Protective Income Manager rider when you purchase your Contract, you may not allocate any portion of your Purchase Payments or Contract Value to the Fixed Account. (See "Allocation Guidelines and Restrictions for Protected Lifetime Income Benefits.")

The DCA Accounts

DCA Accounts are designed to systematically transfer amounts to the Sub-Accounts of the Variable Account over a designated period. (See "Transfers, Dollar Cost Averaging.") We currently offer two DCA Accounts. The maximum period for dollar cost averaging transfers from DCA Account 1 is six months and from DCA Account 2 is twelve months.

The DCA Accounts are available only for Purchase Payments designated for dollar cost averaging. Purchase Payments may not be allocated into any DCA Account when that DCA Account value is greater than $0, and all funds must be transferred from a DCA Account before allocating a Purchase Payment to that DCA Account. Where we agree, under current administrative procedures, to allocate a Purchase Payment to any DCA Account in installments from more than one source, we will credit each installment with the interest rate applied to the first installment we receive. The interest rate we apply to Purchase Payments allocated to a DCA Account is guaranteed for the period over which dollar cost averaging transfers are allowed from that DCA Account.

Guaranteed Account Value

Any time prior to the Annuity Date, the Guaranteed Account value is equal to the sum of:

(1)  Purchase Payments allocated to the Guaranteed Account; plus

(2)  amounts transferred into the Guaranteed Account; plus

(3)  interest credited to the Guaranteed Account; minus

(4)  amounts transferred out of the Guaranteed Account including any transfer fee; minus

(5)  the amount of any surrenders removed from the Guaranteed Account, including any premium tax and surrender charges; minus

(6)  fees deducted from the Guaranteed Account, including the monthly death benefit fee and the annual contract maintenance fee.

For the purposes of interest crediting, amounts deducted, transferred or withdrawn from accounts within the Guaranteed Account will be separately accounted for on a "first-in, first-out" (FIFO) basis.

DEATH BENEFIT

If any Owner dies before the Annuity Date and while the Contract is in force, we will pay a death benefit, less any applicable premium tax, to the Beneficiary. The death benefit terminates on the Annuity Date.

We will determine the death benefit as of the end of the Valuation Period during which we receive at our Administrative Office due proof of death, either by certified death certificate or by judicial order from a court of competent jurisdiction or similar tribunal. Valuation Periods end at the close of regular trading on the New York Stock Exchange, which is generally at 3:00 p.m. Central Time. If we receive due proof of death after the end of the Valuation Period, we will determine the death benefit on the next Valuation Date. Only one death benefit is payable under the Contract, even though the Contract may, in some circumstances, continue beyond the time of an Owner's death. If any Owner is not a natural person, the death of the Annuitant is treated as the death of an Owner. In the case of certain Qualified Contracts, Treasury Department regulations prescribe certain limitations on the designation of a Beneficiary. The following discussion generally applies to Qualified Contracts and non-Qualified Contracts, but there are some differences in the rules that apply to each.

The death benefit provisions of the Contract shall be interpreted to comply with the requirements of Section 72(s) of the Code. We reserve the right to endorse the Contract, as necessary, to conform with regulatory requirements. We will send you a copy of any endorsement containing such Contract modifications.


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Please note that any death benefit payment we make in excess of the Variable Account value is subject to our financial strength and claims-paying ability.

Payment of the Death Benefit

The Beneficiary may take the death benefit in one sum immediately, in which event the Contract will terminate.

If the death benefit is not taken in one sum immediately, the death benefit will become the new Contract Value as of the end of the Valuation Period during which we receive due proof of death, and the entire Contract Value must be distributed under one of the following options:

(1)  the entire Contract Value must be distributed over the life of the Beneficiary, or over a period not extending beyond the life expectancy of the Beneficiary, with distributions beginning within one year of the Owner's death; or,

(2)  the entire Contract Value must be distributed within 5 years of the Owner's death.

If no option is elected, we will distribute the entire Contract Value within 5 years of the Owner's death.

If there is more than one Beneficiary, each Beneficiary must submit instructions in Good Order specifying the manner in which the Beneficiary wishes to receive his or her portion of the death benefit, and the value of each beneficiary's portion of the claim is established as of date we receive that beneficiary's claim. Until the death benefit is fully distributed, however, the undistributed portion of the death benefit will remain invested in accordance with the Owner's allocation instruction. Accordingly, if we do not receive instructions in Good Order from the Beneficiary (or Beneficiaries) to make an immediate distribution or transfer all or part of the Beneficiary's portion of the death benefit to the Fixed Account, the value of the portion of the death benefit that remains invested in the Sub-Account will be subject to the investment performance of the underlying Funds, and may increase or decrease in value.

Continuation of the Contract by a Surviving Spouse

In the case of non-Qualified Contracts and Contracts that are individual retirement annuities within the meaning of Code Section 408(b), if the Beneficiary is the deceased Owner's spouse, the surviving spouse may elect, in lieu of receiving a death benefit, to continue the Contract and become the new Owner.

a) the surviving spouse's age on the Contract Issue Date would not have prevented her or his purchase of the Contract on that date; and,

b) the surviving spouse's age on either the Contract Issue Date or any date prior to the date on which we accept the request for continuation, would not have prevented the purchase of any optional benefit associated with the Contract on the requested continuation date; and,

c) the Maximum Annuity Date on the requested continuation date is on or after the Annuity Date in effect on the deceased spouse's date of death, unless we agree otherwise.

The Contract will continue with the value of the death benefit having become the new Contract Value as of the end of the Valuation Period during which we received due proof of death. The death benefit is not terminated by a surviving spouse's continuation of the Contract. The surviving spouse may select a new Beneficiary. Upon this spouse's death, the death benefit may be taken in one sum immediately and the Contract will terminate. If the death benefit is not taken in one sum immediately, the death benefit will become the new Contract Value as of the end of the Valuation Period during which we receive due proof of death and must be distributed to the new Beneficiary according to option (1) or (2), above.

A Contract may be continued by a surviving spouse only once. This benefit will not be available to any subsequent surviving spouse under the continued Contract.

The beneficiary of an annuity contract who is recognized as a spouse of a deceased owner for federal tax purposes is treated more favorably than a beneficiary who is not recognized as a spouse for federal tax purposes. Specifically, a beneficiary who is recognized as a spouse of the deceased owner for federal tax purposes may continue the Contract and become the new Owner as described above. In contrast, a beneficiary who is not recognized as a spouse of the deceased owner for federal tax purposes must surrender the Contract within 5 years of the owner's death or take distributions from the Contract over the beneficiary's life or life expectancy beginning within one year of the owner's death.

The Internal Revenue Service has ruled that for federal tax purposes, the term "spouse" does not include individuals (whether of the opposite sex or the same sex) who have entered into a registered domestic partnership, civil union, or other similar formal relationship recognized under state law that is not denominated as a marriage under the laws of


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that state. As a result, if a beneficiary of a deceased owner and the owner were parties to such a relationship, the beneficiary will be required by federal tax law to take distributions from the Contract in the manner applicable to non-spouse beneficiaries and will not be able to continue the Contract.

If you have questions concerning your status as a spouse for federal tax purposes and how that status might affect your rights under the Contract, you should consult your legal adviser.

Whether a beneficiary continues the Contract as a spouse could also affect the rights and benefits under the Protected Lifetime Income Benefit riders. If state law affords legal recognition to domestic partnerships or civil unions, the riders will treat individuals who are in a bona fide civil union or domestic partnership as married and spouses for purposes of the riders. However, as described above, for federal tax law purposes such individuals are not treated as "spouses." As a result, if a beneficiary of a deceased owner and the owner were parties to such a relationship, the beneficiary will be required by federal tax law to take distributions from the Contract in the manner applicable to non-spouse beneficiaries and will not be able to continue the Contract. In some circumstances, these required distributions could substantially reduce or eliminate the value of the riders' benefit.

In addition, if the rider allows the surviving spouse of a deceased owner who continues the Contract and becomes the new owner to either continue the rider or purchase a new rider (depending on the date of death and whether the rider provides single or joint life coverage), this right is only available to an individual who was the spouse of the deceased owner within the meaning of federal tax law.

An individual who is a party to a civil union or a domestic partnership should not purchase a Protected Lifetime Income Benefit rider before consulting legal and financial advisors and carefully evaluating whether the Protected Lifetime Income Benefit rider is suitable for his or her needs.

Selecting a Death Benefit

We offer two different death benefits: (1) the Return of Purchase Payments Death Benefit and (2) the Maximum Anniversary Value Death Benefit. These death benefits are described more completely below.

You must determine the type of death benefit you want when you apply for your Contract. You may not change your death benefit selection after your Contract is issued.

The Return of Purchase Payments Death Benefit is included with your Contract at no additional charge. You may select the optional Maximum Anniversary Value Death Benefit for an additional fee, but only if the oldest Owner is younger than 76 on the Issue Date of the Contract.

The Maximum Anniversary Value Death Benefit is not available under the Protective Income Manager rider. If you purchase the Protective Income Manager rider, your death benefit will be the Return of Purchase Payments Death Benefit. (See "Protective Income Manager.")

You should carefully consider each of these death benefits and consult a qualified financial adviser to help you carefully consider the two death benefits offered with the Contract, and if you select the Maximum Anniversary Death Benefit, the relative costs, benefits and risks of the fee options in your particular situation.

Return of Purchase Payments Death Benefit

The Return of Purchase Payments Death Benefit will equal the greater of (1) the Contract Value, or (2) the aggregate Purchase Payments less an adjustment for each withdrawal (including a withdrawal made under the SecurePay 5 rider or the Protective Income Manager rider); provided, however , that the Return of Purchase Payments Death Benefit will never be more than the Contract Value plus $1,000,000. The adjustment for each withdrawal in item (2) is the amount that reduces the Return of Purchase Payments Death Benefit at the time of the withdrawal in the same proportion that the amount withdrawn, including any associated surrender charges, reduces the Contract Value. If the value of the Return of Purchase Payments Death Benefit is greater than the Contract Value at the time of the withdrawal, the downward adjustment to the death benefit will be larger than the amount withdrawn. See Appendix A for an example of the calculation of the Return of Purchase Payments Death Benefit.

Suspension of Return of Purchase Payments Death Benefit. For a period of one year after any change of ownership involving a natural person, the death benefit will equal the Contract Value regardless of the type of death benefit that was selected. During the one-year suspension period, we will continue to calculate the Return of Purchase Payments Death Benefit; however, if any Owner dies during this period we will only pay the Contract Value as of the end of the Valuation Period during which we receive due proof of death at our Administrative Office. This means if death occurs after the one-year period has ended, we will include Purchase Payments received and withdrawals made during the one-year suspension when calculating the Return of Purchase Payments Death Benefit.


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Optional Maximum Anniversary Value Death Benefit

This death benefit is not available if you purchase the Protective Income Manager rider.

At the time of application, you may select the Maximum Anniversary Value Death Benefit if the Issue Date of the Contract is before the oldest Owner's 76 th birthday.

We will determine an anniversary value for each Contract Anniversary occurring before the earlier of the older Owner's 80 th birthday or the deceased Owner's date of death. Each anniversary value is equal to the sum of:

•  the Contract Value on that Contract Anniversary; plus

•  all Purchase Payments since that Contract Anniversary; minus

•  an adjustment for each withdrawal (including any withdrawal made under the SecurePay 5 rider) since that Contract Anniversary.

The adjustment for each withdrawal since the relevant Contract Anniversary is the amount that reduces the Maximum Anniversary Value Death Benefit at the time of the withdrawal in the same proportion that the amount withdrawn, including any associated surrender charges, reduces the Contract Value. If the value of the Maximum Anniversary Value Death Benefit is greater than the Contract Value at the time of the withdrawal, the downward adjustment to the death benefit will be larger than the amount withdrawn.

The Maximum Anniversary Value Death Benefit will equal the greatest of (1) the Contract Value, (2) the aggregate Purchase Payments less an adjustment for each withdrawal; or (3) the greatest anniversary value attained prior to the older Owner's 80 th birthday; provided, however , that the Maximum Anniversary Value Death Benefit will never be more than the Contract Value plus $1,000,000. The adjustment for each withdrawal in item (2) is the amount that reduces the Maximum Anniversary Value Death Benefit at the time of surrender in the same proportion that the amount withdrawn, including any associated surrender charges, reduces the Contract Value. If the Contract Value is lower than the Maximum Anniversary Value Death Benefit at the time of the withdrawal, the adjustment will be larger than the amount withdrawn. See Appendix A for an example of the calculation of the Maximum Anniversary Value Death Benefit.

It is possible that, at the time of an Owner's death, the Maximum Anniversary Value Death Benefit will be no greater than the Return of Purchase Payments Death Benefit. You should consult a qualified financial advisor to carefully consider this possibility and the cost of the Maximum Anniversary Value Death Benefit before you decide whether the Maximum Anniversary Value Death Benefit is right for you.

Suspension of Maximum Anniversary Value Death Benefit. For a period of one year after any change of ownership involving a natural person, the death benefit will equal the Contract Value regardless of the type of death benefit that was selected. We will, however, continue to assess the death benefit fee during this period. During the one-year suspension period, we will continue to calculate the Maximum Anniversary Value Death Benefit; however, if any Owner dies during this period we will only pay the Contract Value as of the end of the Valuation Period during which we receive due proof of death at our Administrative Office. This means if death occurs after the one-year period has ended, we will include the Contract Value on the Contract Anniversary occurring during the one-year suspension as well as Purchase Payments received and withdrawals made during the one-year suspension when calculating the Maximum Anniversary Value Death Benefit.

Maximum Anniversary Value Death Benefit Fee

We assess a fee for the Maximum Anniversary Value Death Benefit. If you select this death benefit, you must pay a fee based on the value of the death benefit on the day the fee is assessed. This fee is assessed on a monthly basis. (See "Charges and Deductions, Death Benefit Fee.") It is possible that this fee (or some portion thereof) could be treated for federal tax purposes as a withdrawal from the Contract. (See "Federal Tax Matters.")

Escheatment of Death Benefit

Every state has unclaimed property laws which generally declare annuity contracts to be abandoned after a period of inactivity of 3 to 5 years from the contract's annuity date or date the death benefit is due and payable. For example, if the payment of a death benefit has been triggered, but, if after a thorough search, we are still unable to locate the beneficiary of the death benefit, or the beneficiary does not come forward to claim the death benefit in a timely manner, the death benefit will be paid to the abandoned property division or unclaimed property office of the state in which the beneficiary or the contract owner 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 death benefit (without


35



interest) if your beneficiary steps forward to claim the death benefit with the proper documentation. To prevent such escheatment, it is important that you update your beneficiary designations, including addresses, if and as they change. Such updates should be communicated in writing, by telephone, or other approved electronic means to our Administrative Office.

PROTECTED LIFETIME INCOME BENEFITS

If you are concerned that poor investment performance or market volatility in the Sub-Accounts may adversely impact the amount of money you can withdraw from your Contract, we offer for an additional charge two optional protected lifetime income benefit riders — the SecurePay 5 and the Protective Income Manager riders. Under these riders, we guarantee the right to make withdrawals each Contract Year for life (subject to certain conditions) — even if your Contract Value declines, or reduces to zero, due to poor market performance.

The features and guarantees these riders provide differ. For example, the riders provide different methods in calculating the amount that may be withdrawn each year, identify different transactions that may impact this calculation or that may terminate the rider, and impose different fees. In addition, if you purchase one protected lifetime income rider, the other rider will no longer be available to you, even if the rider you purchase later terminates. Therefore, before you select a protected lifetime income rider, you should carefully compare both and consult your sales representative to determine which rider (if any) best suits your needs.

The primary distinctions between the SecurePay 5 rider and the Protective Income Manager rider are as follows:

   

SecurePay 5

  Protective Income
Manager (patent pending)
 

Rider Objective

  To make available an annual withdrawal amount that is guaranteed for life if Contract Value is reduced to zero. Although withdrawals generally reduce Contract Value over time, they are not designed to deplete Contract Value by any specific attained age.
This rider may be more appropriate for you if you are concerned that you might outlive your Contract Value, and you care about providing a death benefit to your heirs.
  To make available an annual withdrawal amount that is designed to deplete Contract Value by age 95, and then provide lifetime payments.
This rider may be more appropriate for you if your primary objective is to receive a stream of income now, and you are less concerned about providing a death benefit to your heirs. But, see "Protective Income Manager — Selecting Your Coverage Option" if joint life coverage is desired and there is a significant age difference between you and your spouse because the rider may not be appropriate for you.
 

Investment Restrictions

 

In order to maintain your SecurePay 5 rider, you must allocate Purchase Payments and Contract Value in accordance with specific Allocations Guidelines and Restrictions that are designed to limit our risk under the rider. The Allocation Guidelines and Restrictions are the same for each rider, although they may differ in the future.

 

In order to maintain your rider, you must allocate Purchase Payments and Contract Value in accordance with specific Allocations Guidelines and Restrictions that are designed to limit our risk under the rider. The Allocation Guidelines and Restrictions are the same for each rider, although they may differ in the future.

 

Death Benefit

  The Maximum Anniversary Value Death Benefit and the Return of Purchase Payments Death Benefit are available.
The death benefit value under SecurePay 5 may remain higher than under the Protective Income Manager rider because withdrawal amounts under SecurePay 5 will likely be lower than under Protective Income Manager and therefore will reduce the death benefit more slowly.
  Only the Return of Purchase Payments Death Benefit is available.

Because the rider is designed to deplete Contract Value over time, higher periodic withdrawals may more quickly reduce the death benefit value than if the SecurePay 5 rider is elected.
 


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SecurePay 5

  Protective Income
Manager (patent pending)
 

Withdrawal Amount

  Annual Withdrawal Amount is calculated as a percentage of the Benefit Base. May increase for certain medical conditions.
The rider is designed to provide lower, consistent withdrawal amounts each year than those provided under the Protective Income Manager rider.
  Optimal Withdrawal Amount is calculated as a percentage of the Contract Value.

The rider is designed to provide higher, fluctuating withdrawal amounts each year, with the intent of depleting the Contract Value by age 95.
 

Purchase Payments

 

You cannot make Purchase Payments on or after the Benefit Election Date.

 

You may make Purchase Payments until the Annuity Date.

 

Fee (for rider as currently offered)

 

2.00% maximum, 1.20% current (as a percentage of the Benefit Base).

 

2.00% maximum, 1.20% current (as a percentage of the greater of: (1) the Contract Value on the fee calculation date; or (2) the Contract Value on the later of the Contract Issue Date or the most recent Reset Date).

 

Eligibility

 

You must be at least 60 and no older than 85 to select the SecurePay 5 rider.

 

You must be between the ages of 60 and 80 to elect the rider.

 

Availability

 

You may only purchase the SecurePay 5 rider at the time you purchase your Contract. Under Single Life Coverage, the surviving spouse may immediately purchase a new rider (if available) following the death of the Covered Person.

 

You may only purchase the Protective Income Manager rider at the time you purchase your Contract. Under Single Life Coverage, the surviving spouse may not purchase a new rider following the death of the Covered Person.

 

Please note that any amounts in excess of the Variable Account value that we make available through withdrawals, lifetime payments, or guaranteed values under these riders are subject to our financial strength and claims-paying ability.

THE SECUREPAY 5 RIDER

In general, the SecurePay 5 rider guarantees the right to make withdrawals ("SecurePay Withdrawals") based upon the value of a protected lifetime income benefit base ("Benefit Base") that will remain fixed if your Contract Value has declined due to poor market performance, provided you comply with the terms and conditions of the rider. The SecurePay 5 rider provides for increases in your Benefit Base on your Contract Anniversary if your Contract Value has increased. SecurePay 5 also provides for potential increases in your Benefit Base of up to 5.0% each Contract Anniversary during a specified period, even if your Contract Value has not increased.

Under the SecurePay 5 rider, the Owner or Owner(s) may designate certain persons as "Covered Persons" under the Contract. See "Selecting Your Coverage Option." These Covered Persons will be eligible to make SecurePay Withdrawals each Contract Year up to a specified amount — the Annual Withdrawal Amount ("AWA") — during the life of the Covered Person(s). Annual aggregate withdrawals that exceed the AWA will result in a reduction of rider benefits (and may even significantly reduce or eliminate such benefits) because we will reduce the Benefit Base and corresponding AWA. SecurePay Withdrawals are guaranteed, even if the Contract Value falls to zero after the Benefit Election Date (which is the earliest date you may begin taking SecurePay Withdrawals), if you satisfy the SecurePay rider requirements.

You may only purchase the SecurePay 5 rider when you purchase your Contract, and only if you satisfy the rider's age requirements. See "Purchasing the Optional SecurePay 5 Rider."

SecurePay 5 does not guarantee Contract Value or the performance of any Investment Option.

Important Considerations

•  If you purchase the SecurePay 5 rider, your options for allocating Purchase Payments and Contract Value are restricted. See "Allocation Guidelines and Restrictions for Protected Lifetime Income Benefits".


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•  Purchase Payments made more than two years after the date the SecurePay rider is issued (the "Rider Issue Date") are not included in the calculation of the Benefit Base (described below). Thus, for example, if you intend to make regular Purchase Payments to the Contract for more than two years after the Rider Issue Date, such as in monthly or annual contributions to an IRA, you should consider whether the rider is appropriate for you.

•  Any change in a Covered Person following the Benefit Election Date (the "Benefit Period"), other than a spousal continuation under a Joint Life Coverage option, will cause the rider to terminate without any refund of SecurePay Fees. A change in a Covered Person includes changing and/or adding Owners, Beneficiaries, and Annuitants under your Contract.

•  You may not make any additional Purchase Payments on or after the Benefit Election Date. In most cases, if the Company receives a Purchase Payment on or after the Benefit Election Date, the Company will return it to the address on file. If the amount of the Purchase Payment would be sufficient to purchase another Contract, however, you will be given the option of purchasing a new Contract.

•  On the Benefit Election Date, we will cancel any existing automatic withdrawal plan that you have established.

The ways to purchase the SecurePay 5 rider, conditions for continuation of the benefit, process for beginning SecurePay Withdrawals, and the manner in which your AWA is calculated are discussed below.

You should not purchase the SecurePay 5 rider if:

•  you expect to take annual withdrawals on or after the Benefit Election Date in excess of the AWA ("Excess Withdrawals") because such Excess Withdrawals may significantly reduce or eliminate the value of the benefit (See "Calculating the Benefit Base On or After the Benefit Election Date, Excess Withdrawals "); or

•  you are primarily interested in maximizing the Contract's potential for long-term accumulation rather than building a Benefit Base that will provide guaranteed withdrawals; or

•  you do not expect to take SecurePay Withdrawals (especially before the age of 95).

Appendix E demonstrates the operation of the SecurePay 5 rider using hypothetical examples. You should review Appendix E and consult your sales representative to discuss whether SecurePay 5 suits your needs.

Purchasing the Optional SecurePay 5 Rider

You may purchase the SecurePay 5 rider only when you purchase your Contract. The Owner (or older Owner) or Annuitant must be age 85 or younger and the youngest Owner and Annuitant must be age 60 or older on the Rider Issue Date. Where the Owner is a corporation, partnership, company, trust, or other "non-natural person," eligibility is determined by the age of the Annuitant.

Important Considerations:

•  You will begin paying the SecurePay Fee as of the Rider Issue Date, even if you do not begin taking SecurePay Withdrawals for many years.

•  You may not cancel the SecurePay 5 rider during the ten years following the Rider Issue Date.

•  We do not refund any SecurePay Fees if a rider terminates for any reason or if you choose not to take SecurePay Withdrawals after the Benefit Election Date.

•  You must comply with our Allocation Guidelines and Restrictions after the Rider Issue Date (see "Allocation Guidelines and Restrictions for Protected Lifetime Income Benefits").

•  Prior to the Benefit Election Date, you may take withdrawals according to the terms of your Contract but withdrawals will proportionally reduce the Benefit Base, and ultimately the value of the SecurePay Withdrawals available to you.

•  You must submit a SecurePay Benefit Election Form to establish the Benefit Election Date and begin taking SecurePay Withdrawals. Withdrawals taken before the Benefit Election Date are not SecurePay Withdrawals.

•  You may make additional Purchase Payments after the Rider Issue Date, but any Purchase Payments made more than two years after that date do not increase the Benefit Base. See "Calculating the Benefit Base before the Benefit Election Date."


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Allocation Guidelines and Restrictions

In order to maintain your SecurePay 5 rider, you must allocate your Purchase Payments and Contract Value in accordance with the Allocation Guidelines and Restrictions that we have established. The Allocation Guidelines and Restrictions are designed to limit our risk under the SecurePay 5 rider. Please see "Allocation Guidelines and Restrictions for Protected Lifetime Income Benefits."

Designating the Covered Person(s)

The Covered Person is the person upon whose life the SecurePay 5 rider benefit is based. You may designate one Covered Person (Single Life Coverage) or two Covered Persons (Joint Life Coverage).

•  If Single Life Coverage is elected, then the Owner will be the Covered Person (if there are two Owners, then the older Owner will be the Covered Person).

•  Joint Life Coverage may be elected if there are two Owners under the Contract who are spouses or if there is one Owner and his or her spouse is the sole Primary Beneficiary under the Contract. If Joint Life Coverage is elected, then the Owner and the Owner's spouse will be the Covered Persons.

•  Where the Owner is a corporation, partnership, company, trust, or other "non-natural person," the Annuitant (under Single Life Coverage) or Annuitant and Annuitant's spouse who is the sole primary beneficiary (under Joint Life Coverage) will be the Covered Person(s).

•  The Covered Person (or, if Joint Life Coverage is selected, one of the two Covered Persons) must be designated as the Annuitant under the Contract as of the Benefit Election Date.

Note: A change of Covered Persons after the Benefit Election Date will cause your SecurePay rider to terminate and any scheduled SecurePay Withdrawals to cease. If you remove a Covered Person (which may occur, for example, if you remove a spouse Beneficiary or add additional Primary Beneficiaries or change the Owner or Annuitant), or if you add a Covered Person (which may occur, for example, if you add a spouse as a sole Primary Beneficiary), then this would constitute a change of Covered Persons. If we terminate your rider due to a change in Covered Person, you may reinstate the rider subject to certain conditions. See "Reinstating Your SecurePay 5 Rider Within 30 Days of Termination." In addition, whether a spouse continues the Contract could affect the rights and benefits under the SecurePay rider and could have tax consequences. (See "Spousal Continuation" and "Tax Consequences — Treatment of Civil Unions and Domestic Partners.")

Selecting Your Coverage Option. If both Owners of the Contract are spouses, or if there is one Owner and a spouse who is the sole Primary Beneficiary, you must indicate on the SecurePay Benefit Election Form whether there will be one or two Covered Persons. Please pay careful attention to this designation, as it will impact the Maximum Withdrawal Percentage and whether the SecurePay Withdrawals will continue for the life of the surviving spouse. The various coverage options are illustrated in the following table:

   

Single Life Coverage

 

Joint Life Coverage

 

Single Owner/Non-spouse Beneficiary

 
Covered Person is the Owner. SecurePay rider expires upon death of Covered Person following the Benefit Election Date.
 
N/A
 

Single Owner/Spouse Beneficiary

 

Covered Person is the Owner. SecurePay rider expires upon death of Covered Person following the Benefit Election Date. Upon death of Covered Person following the Benefit Election Date, the surviving spouse may purchase a new SecurePay 5 rider if he or she continues the Contract under the spousal continuation provisions and certain conditions are met. See, "Continuation of the Contract by a Surviving Spouse."

 

Both are Covered Persons. SecurePay rider expires upon death of last surviving Covered Person following the Benefit Election Date.

 


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Single Life Coverage

 

Joint Life Coverage

 
Joint Owner/Non-spouse 2 nd Owner  
Covered Person is older Owner.
SecurePay rider expires upon death of Covered Person following the Benefit Election Date.
 
N/A
 
Joint Owner/ Spouse 2 nd Owner  
Covered Person is older Owner.
SecurePay rider expires upon death of Covered Person following the Benefit Election Date. Upon death of older Owner, the surviving spouse may purchase a new SecurePay 5 rider if he or she continues the Contract under the spousal continuation provisions and certain conditions are met. See, "Continuation of the Contract by a Surviving Spouse."
 
Both are Covered Persons. SecurePay rider expires upon death of last surviving Covered Person following the Benefit Election Date.
 

Changing Beneficiaries — Single Owner with Joint Life Coverage. After selecting Joint Life Coverage, a single Owner may decide to remove a spouse Beneficiary or add additional Primary Beneficiaries. This would constitute a change of Covered Persons after the Benefit Election Date, and upon notification of the change, we will terminate the SecurePay rider. If we terminate your rider due to a change in Covered Person, you may reinstate the rider subject to certain conditions. See "Reinstating Your SecurePay 5 Rider Within 30 Days of Termination. In addition, whether a spouse continues the Contract could affect the rights and benefits under the SecurePay rider and could have tax consequences. (See "Spousal Continuation" and "Tax Consequences — Treatment of Civil Unions and Domestic Partners.")

Beginning Your SecurePay Withdrawals

You must submit a completed SecurePay Benefit Election Form to our Administrative Office to establish the Benefit Election Date and begin taking SecurePay Withdrawals under the rider.

•  Even though your SecurePay 5 rider is in effect as of the Rider Issue Date and we begin the SecurePay Fee deductions on that date, any withdrawals made before we receive your SecurePay Benefit Election Form will not qualify as SecurePay Withdrawals.

You should carefully consider when to establish the Benefit Election Date and begin taking SecurePay Withdrawals.

•  All Contract withdrawals taken on or after the Benefit Election Date are considered either SecurePay Withdrawals or Excess Withdrawals and are subject to the Annual Withdrawal Amount.

•  You may not make additional Purchase Payments on or after the Benefit Election Date. In most cases, if the Company receives a Purchase Payment on or after the Benefit Election Date, the Company will return it to the address on file. If the amount of the Purchase Payment would be sufficient to purchase another Contract, however, you will be given the option of purchasing a new Contract.

•  We do not calculate the 5.0% "roll-up" feature of the SecurePay 5 rider — the SecurePay Rollup Value — on or after the Benefit Election Date. See "Calculating the Benefit Base Before the Benefit Election Date" and "Calculating the Benefit Base On or After the Benefit Election Date."

•  You may limit the value of the benefit if you begin taking SecurePay Withdrawals too soon. For example, SecurePay Withdrawals reduce your Contract Value (but not the Benefit Base) and may limit the potential for increasing the Benefit Base through higher Contract Values on Contract Anniversaries. Also, if your Benefit Election Date is within the two years of the Rider Issue Date, you will shorten the period of time during which you could increase your Benefit Base because you may not make additional Purchase Payments on or after the Benefit Election Date.

•  Conversely, if you delay establishing the Benefit Election Date, you may shorten the Benefit Period due to life expectancy, thereby limiting the time during which you may take SecurePay Withdrawals, so you may be paying for a benefit you are not using.

Please consult your sales representative regarding the appropriate time for you to establish the Benefit Election Date and begin taking SecurePay Withdrawals.


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Important Considerations

•   All withdrawals, including SecurePay Withdrawals, reduce your Contract Value and death benefit. Surrender charges and federal and state income taxes may apply, as well as a 10% federal penalty tax if a withdrawal occurs before the Owner reaches age 59 1 / 2 . See "Charges and Deductions, Surrender Charge" and "TAXATION OF ANNUITIES IN GENERAL, Taxation of Withdrawals and Surrenders."

•   All withdrawals, including SecurePay Withdrawals, count towards the free withdrawal amount under the Contract. However, we do not assess the surrender charge on SecurePay Withdrawals, even when surrender charges would apply if the withdrawal was not a SecurePay Withdrawal. We do impose a surrender charge on Excess Withdrawals and Excess Withdrawals are subject to the minimum Contract Value limitation. See "Charges and Deductions, Surrender Charge," "Surrenders and Withdrawals, Withdrawals," and "Taxation of Withdrawals and Surrenders."

   The SecurePay rider is designed for you to take SecurePay Withdrawals each Contract Year. SecurePay Withdrawals are aggregate withdrawals during any Contract Year on or after the Benefit Election Date that do not exceed the Annual Withdrawal Amount. Aggregate withdrawals during any Contract Year on or after the Benefit Election Date that exceed the Annual Withdrawal Amount are "Excess Withdrawals." You should not purchase the SecurePay 5 rider if you intend to take Excess Withdrawals.

•  Excess Withdrawals could reduce your Benefit Base by substantially more than the actual amount of the withdrawal (described below).

•  Excess Withdrawals may result in a significantly lower AWA in the future.

•  Excess Withdrawals may significantly reduce or eliminate the value of the SecurePay benefit.

   If you would like to make an Excess Withdrawal and are uncertain how an Excess Withdrawal will reduce your future guaranteed withdrawal amounts, then you may contact us prior to requesting the withdrawal to obtain a personalized, transaction-specific calculation showing the effect of the Excess Withdrawal.

Determining the Amount of Your SecurePay Withdrawals

The AWA is the maximum amount of SecurePay Withdrawals permitted each Contract Year. We determine your initial AWA as of the end of the Valuation Period during which we receive your completed SecurePay Benefit Election form at our Administrative Office in "good order" by multiplying your Benefit Base on that date by the "Maximum Withdrawal Percentage". The Benefit Election form will be deemed in "good order" if it is fully and accurately completed and signed by the Owner(s) and received by us at our Administrative Office.

Maximum Withdrawal Percentage

Under the SecurePay 5 rider, we determine the Maximum Withdrawal Percentage based on the following chart:

Age of (Younger) Covered Person on the Benefit Election Date   Withdrawal Percentage
(One Covered Person)
  Withdrawal Percentage
(Two Covered Persons)
 
at least 59 1 / 2 but less than 65 years old    

5.00

%

   

4.50

%

 

at least 65 but less than 70 years old

   

5.00

%

   

4.50

%

 

at least 70 but less than 75 years old

   

5.00

%

   

4.50

%

 
75 years old or more    

5.00

%

   

4.50

%

 

Under certain circumstances, we may increase your AWA. See "SecurePay ME ® : Increased AWA for Certain Medical Conditions" and "Required Minimum Distributions." In no event will the AWA increase once the Contract Value is reduced to zero and an Annuity Date is established. (See "Reduction of Contract Value to Zero.")

Calculating the Benefit Base Before the Benefit Election Date

The Benefit Base is used to calculate the AWA and determine the SecurePay Fee. As the Benefit Base increases, the AWA and the amount of the SecurePay Fee increase. Your Benefit Base can never be more than $5 million.

Note: The Benefit Base is only used to calculate the AWA and the SecurePay Fee; it is not a cash value, surrender value, or death benefit, it is not available to Owners, it is not a minimum return for any Sub-Account, and it is not a guarantee of any Contract Value.

Under the SecurePay 5 rider, your initial Benefit Base is equal to your initial Purchase Payment.


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Thereafter, we increase the Benefit Base dollar-for-dollar for each Purchase Payment made within 2 years of the Rider Issue Date. We reduce the Benefit Base for each withdrawal from the Contract prior to the Benefit Period in the same proportion that each withdrawal reduces the Contract Value as of the date we process the withdrawal request.

Example: Assume your Benefit Base is $100,000, but because of poor Sub-Account performance your Contract Value has fallen to $90,000. If you make a $9,000 withdrawal, thereby reducing your Contract Value by 10% to $81,000, we would reduce your Benefit Base also by 10%, or $10,000, to $90,000.

On each Contract Anniversary following the Rider Issue Date, we also will increase the Benefit Base to equal the "SecurePay Anniversary Value" if that value is higher than the Benefit Base. On each Contract Anniversary, the "SecurePay Anniversary Value" is equal to your Contract Value on that Contract Anniversary minus any Purchase Payments made two or more years after your Rider Issue Date. If we receive a withdrawal request on a Contract Anniversary, we will deduct the withdrawal from Contract Value before calculating the SecurePay Anniversary Value.

The SecurePay 5 "Roll-up".

The SecurePay 5 rider is also designed to provide for potential increases in your Benefit Base of up to 5.0% (the "roll-up percentage") each Contract Anniversary during a specified period ("Roll-up Period"), even if your Contract Value has not increased.

Your Contract Value must be at least 50% ( i.e. , half) of your Benefit Base to be eligible for an increase in Benefit Base equal to the "roll-up" amount (described below) on any Contract Anniversary during the Roll-up Period.

This means that when calculating the Benefit Base before the Benefit Election Date, we will recalculate your Benefit Base on each Contract Anniversary during the Roll-up Period to equal the greatest of:

(1)  the Benefit Base on that Contract Anniversary;

(2)  the SecurePay Anniversary Value on that Contract Anniversary; or

(3)  the SecurePay Roll-up Value, which is equal to:

(a)    the most recently calculated Benefit Base prior to that Contract Anniversary; plus

(b)    the "roll-up" amount, which is equal to:

•  if your Contract Value on that Contract Anniversary is at least 50% ( i.e. , half) of the most recently calculated Benefit Base prior to that Contract Anniversary, then the roll-up amount is equal to 5.0% of the Benefit Base on the previous Contract Anniversary, reduced proportionately for withdrawals made since that anniversary. This means that we will reduce the "roll-up" amount for each withdrawal made since the previous Contract Anniversary in the same proportion that each withdrawal reduced the Contract Value as of the date we processed the withdrawal request.

  We will also include Purchase Payments made within the first 120 days following the Contract Issue Date when calculating the roll-up amount on the first Contract Anniversary. For example, if your initial Purchase Payment on the Contract Issue Date is $50,000 and we receive an additional $100,000 Purchase Payment 90 days later, then assuming you do not take any withdrawals during the first Contract Year, the roll-up amount on the first Contract Anniversary will be $7,500 (($50,000 + $100,000) x 5.0%).

•  if your Contract Value on that Contract Anniversary is less than 50% ( i.e. , half) of the most recently calculated Benefit Base prior to that Contract Anniversary, then the roll-up amount is equal to $0.

  We will only recalculate your Benefit Base on each Contract Anniversary during the Roll-up Period if your Contract Value is at least 50% ( i.e. , half) of your Benefit Base as of that Contract Anniversary. For example, if on a Contract Anniversary your Contract Value is $65,000 and the most recently calculated Benefit Base prior to that anniversary is $150,000, you will not be eligible for an increase on that anniversary equal to the "roll-up" amount because your Contract Value ($65,000) is less than 50% of your Benefit Base ($150,000 x 0.5 = $75,000).

Note: If the SecurePay Anniversary Value is consistently higher than the SecurePay Roll- up Value (because your Contract Value is generally increasing by more than 5.0% each Contract Year), the SecurePay Roll-up Value may never be used to increase your Benefit Base.


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When we calculate the SecurePay Roll-up Value on the first Contract Anniversary following the Rider Issue Date, we will apply the 5.0% (if applicable) to the Benefit Base on the Rider Issue Date to determine the "roll-up" amount, and then reduce the "roll-up" amount proportionately for withdrawals made since the Rider Issue Date. We will then add the reduced "roll-up" amount to the most recently calculated Benefit Base prior to the first Contract Anniversary to determine the SecurePay Roll-up Value. The Benefit Base can never be greater than $5 million.

Example: Assume on the Rider Issue Date your Benefit Base is $100,000. Three months later, assume your Contract Value is $103,000 and you take a withdrawal of $10,300, reducing your current Contract Value to $92,700, which results in a decrease of 10% (($103,000 $92,700)/$103,000). Because of the withdrawal, we will reduce your Benefit Base by 10% as well, to $90,000. Also assume that one month later your Contract Value increased from $92,700 to $94,000 due to favorable market performance and you do not make any additional Purchase Payments or withdrawals.

On the first Contract Anniversary, we will determine the SecurePay Roll-up Value by adding the most recently calculated Benefit Base ($90,000) to 5.0% of the Benefit Base on the previous Contract Anniversary (the Rider Issue Date), increased by any Purchase Payments made within 120 days of the Contract Issue Date and reduced proportionately for withdrawals made since that anniversary. The Benefit Base on the Rider Issue Date was $100,000, and 5.0% of $100,000 = $5,000. However, because a withdrawal was made during the year, we will reduce this "roll-up" amount in the same proportion that the withdrawal reduced the Contract Value, which was 10%. Because 10% of the "roll-up" amount is $500, the reduced "roll-up" amount is $4,500 ($5,000 $500). We then calculate the SecurePay Roll-up Value by adding the "roll-up" amount of $4,500 to $90,000 (the most recently calculated Benefit Base), and determine that the SecurePay Roll-up Value is $94,500.

We will then recalculate your Benefit Base on the first Contract Anniversary to equal the greatest of:

(1)  the Benefit Base on that Contract Anniversary ($90,000);

(2)  the SecurePay Anniversary Value on that Contract Anniversary ($94,000); or

(3)  the SecurePay Roll-up Value ($94,500)

We will set your Benefit Base equal to $94,500 because the SecurePay Roll-up Value is greater than the Benefit Base on that Contract Anniversary and the SecurePay Anniversary Value on that Contract Anniversary.

Note: Withdrawals could reduce your SecurePay Roll-up Value by substantially more than the actual amount of the withdrawal. For example, assume your Benefit Base at the beginning of the Contract Year is $100,000. Assuming that you do not make any additional Purchase Payments or withdrawals and assuming your Contract Value remains at 50% or more of your Benefit Base, the SecurePay Roll-up Value on the next Contract Anniversary would be $105,000 ($100,000 + $5,000 (the 5.0% "roll-up" amount)).

Assume instead, however, that during the Contract Year you make a withdrawal of $45,000 and your Contract Value at that time is $90,000 ( i.e. , the withdrawal is 50% of your Contract Value). Both the Benefit Base and the "roll-up" amount are also reduced by 50%, to $50,000 and $2,500, respectively. This would result in a SecurePay Roll-up Value of $52,500 on the next Contract Anniversary ($50,000 + $2,500), rather than $105,000. Thus, the $45,000 withdrawal would reduce the SecurePay Roll-up Value by more than $45,000 — it would reduce it by $52,500 ($105,000 – $52,500).

The Roll-up Period begins on the Rider Issue Date and generally lasts for ten Contract Anniversaries. The Roll-up Period will end on the next Valuation Date following the 10 th Contract Anniversary on which we increase your Benefit Base to equal either the SecurePay Anniversary Value or the SecurePay Roll-up Value. This means that when determining the ten Contract Anniversaries that make up your Roll-up Period, we will not count Contract Anniversaries on which your Benefit Base does not increase.

However, your Roll-up Period will end sooner — on either the Benefit Election Date or the date the SecurePay 5 rider terminates (see "Terminating the SecurePay 5 Rider") — if either of these dates occur while your Roll-up Period is in effect. If the Roll-up Period ends, the SecurePay 5 rider may not terminate. We will continue to assess the SecurePay Fee for the SecurePay 5 rider until the SecurePay 5 rider terminates. Also, we will only include the SecurePay Roll-up Value when calculating your Benefit Base while the Roll-up Period is in effect.

Note: This means that if the Roll-up Period ends because you have established the Benefit Election Date, we will still continue to assess the SecurePay Fee until termination of the SecurePay 5 rider. We also will assess the SecurePay Fee during times when the Roll-up Period has expired.

Note: Once you establish your Benefit Election Date, we no longer calculate the SecurePay Roll-up Value. See "Calculating the Benefit Base On or After the Benefit Election Date." Therefore, once you


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reach your Benefit Election Date you will no longer receive any additional value from the "Roll-up" feature of the SecurePay 5 rider. On the other hand, delaying the Benefit Election Date may limit the time during which you may take SecurePay Withdrawals, due to life expectancy. See "Beginning Your SecurePay Withdrawals". You should carefully weigh the advantages of the SecurePay Roll-up Value with the disadvantages of delaying taking SecurePay Withdrawals.

* * *

Calculating the Benefit Base On or After the Benefit Election Date

We continue calculating the Benefit Base after the Benefit Election Date in the same manner as we did prior to the Benefit Election Date, except withdrawals are treated differently . The effect of a withdrawal on the Benefit Base depends on whether the withdrawal is a SecurePay Withdrawal or an Excess Withdrawal. An Excess Withdrawal is any withdrawal after the Benefit Election Date which, when aggregated with all prior withdrawals during that Contract Year, exceeds the Contract Year's Annual Withdrawal Amount.

We will not calculate the SecurePay Roll-up Value on or after the Benefit Election Date.

SecurePay Withdrawals

SecurePay Withdrawals do not reduce the Benefit Base. Therefore, if all your withdrawals during the Benefit Period are SecurePay Withdrawals, your Annual Withdrawal Amount will never decrease and you may continue to withdraw at least that amount for the lifetime of the Covered Person (or the last surviving Covered Person, if you selected Joint Life Coverage).

If your Benefit Base increases on a Contract Anniversary because the SecurePay Anniversary Value exceeds the Benefit Base on that date, your Annual Withdrawal Amount and therefore SecurePay Withdrawals available to you in subsequent Contract Years will also increase.

Important Consideration

•  SecurePay Withdrawals are not cumulative. If you choose to receive only a part of, or none of, your AWA in any given Contract Year, you should understand that you cannot carry over any unused SecurePay Withdrawals to any future Contract Years.

  For example, assume your Maximum Withdrawal Percentage is 5.0% and your Benefit Base is $100,000, which means your AWA is $5,000 ($100,000 x .05). If you withdraw only $4,000 during the Contract Year, the AWA will not increase the next Contract Year by the $1,000 you did not withdraw.

We do not impose a surrender charge on any SecurePay Withdrawals.

Excess Withdrawals

During the Benefit Period any portion of a withdrawal that, when aggregated with all prior withdrawals during that Contract Year, exceeds the Annual Withdrawal Amount constitutes an Excess Withdrawal. Therefore, a withdrawal during the Benefit Period that causes the aggregate withdrawals for that Contract Year to exceed the Annual Withdrawal Amount may include amounts that qualify as a SecurePay Withdrawal as well as amounts that are Excess Withdrawals.

An Excess Withdrawal will reduce the Benefit Base. The effect of the Excess Withdrawal on the Benefit Base depends, in part, on the relationship of the Benefit Base to the Contract Value at that time.

(a)  If, at the time of the Excess Withdrawal, your Contract Value minus the non-excess portion of the withdrawal (the portion of the withdrawal that qualifies as a SecurePay Withdrawal) is greater than the Benefit Base, we will reduce the Benefit Base by the amount of the Excess Withdrawal plus any applicable surrender charge.

(b)  If, at the time of Excess Withdrawal, your Contract Value minus the non-excess portion of the withdrawal (the portion of the withdrawal that qualifies as a SecurePay Withdrawal) is less than or equal to the Benefit Base, we will reduce the Benefit Base in the same proportion that the Excess Withdrawal, plus any applicable surrender charge, bears to the Contract Value minus the SecurePay Withdrawal.

For example, suppose your Benefit Base is $100,000, your Maximum Withdrawal Percentage is 5.0% ( i.e. , your AWA is $5,000), your Contract Value is $110,000, and no surrender charges apply. If you have already taken $3,000 of SecurePay Withdrawals in the Contract Year and then request another $3,000 withdrawal you will exceed your AWA by $1,000, and we will consider $2,000 of that withdrawal to be a SecurePay Withdrawal and $1,000 to be an


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Excess Withdrawal. In this case, rule (a) above applies because the Contract Value less the SecurePay Withdrawal ($110,000 $2,000 = $108,000) is greater than your Benefit Base ($100,000). We will therefore reduce your Benefit Base by the Excess Withdrawal and your new Benefit Base will be $99,000 ($100,000 $1,000).

However, if in the example above your Contract Value is $70,000 then rule (b) applies. In this case, we determine the reduction in your Benefit Base first by determining the proportion that the Excess Withdrawal bears to the Contract Value less SecurePay Withdrawal. We calculate this by dividing the $1,000 Excess Withdrawal by the Contract Value less the $2,000 SecurePay Withdrawal ($1,000 ÷ ($70,000 $2,000) = 1.4706%). We will then apply this same percentage to reduce your Benefit Base. Thus your new Benefit Base will be equal to $98,529 ($100,000 ($100,000 * 0.014706)).

The examples above do not include the effect of any surrender charges that may be applicable.

We will recalculate the Annual Withdrawal Amount on the next Contract Anniversary by multiplying the Benefit Base on that date by the Maximum Withdrawal Percentage. We also will apply a surrender charge to the Excess Withdrawal, if a surrender charge would otherwise be applicable.

Reduction of Contract Value to Zero

If the Contract Value is reduced to zero due to the deduction of fees or a SecurePay Withdrawal, the Contract will terminate and we will settle the benefit under your SecurePay rider as follows:

•  We will pay the remaining AWA not yet withdrawn in the current Contract Year, if any, in a lump sum;

•  We will establish an Annuity Date that is the Contract Anniversary following the date of the transaction that reduced the Contract Value to zero; and

•  On the Annuity Date we will pay a monthly payment equal to the AWA divided by 12 until the death of the Owner, or if the rider covers two spouses, the death of the second spouse. Please note that we may accept different payment intervals.

If you request a surrender and your Contract Value at the time of the request is less than your remaining AWA for that Contract Year, we will pay you a lump sum equal to such remaining AWA.

If your Contract Value reduces to zero due to an Excess Withdrawal, we will terminate your Contract and the SecurePay rider. You will not be entitled to receive any further benefits under the SecurePay rider.

As with any distribution from the Contract, there may be tax consequences. In this regard, we intend to treat any amounts that you receive before the Annuity Date is established as described above and that are in the form of SecurePay Withdrawals as withdrawals. We intend to treat any amounts that you receive after the Annuity Date is established as described above and that are a settlement of the benefit under your SecurePay rider as annuity payments for tax purposes. See "TAXATION OF ANNUITIES IN GENERAL."

Benefit Available on Maximum Annuity Date (oldest Owner's or Annuitant's 95 th birthday)

You must annuitize the Contract no later than the oldest Owner's or Annuitant's 95 th birthday ("Maximum Annuity Date"). The SecurePay 5 rider will terminate on the Annuity Date, whether or not you have begun your SecurePay Withdrawals.

If your SecurePay rider is in effect on the Maximum Annuity Date, in addition to the other Annuity Options available to you under your Contract, one of your Annuity Options will be to receive monthly annuity payments equal to the AWA divided by 12 for the life of the Covered Person (or the last surviving Covered Person if Joint Life Coverage was selected). If you do not select an Annuity Option, your monthly annuity payments will be the greater of (i) the AWA divided by 12 or (ii) payments based upon the Contract Value for the life of the Annuitant with a 10-year Certain Period. We must receive written notification of your election of such annuity payments at least three days but no earlier than 90 days before the Maximum Annuity Date. For more information regarding Annuity Options, including Certain Period options, see "ANNUITY PAYMENTS, Annuity Options."

SecurePay Fee

We deduct a fee for the SecurePay 5 rider that compensates us for the costs and risks we assume in providing this benefit. This SecurePay Fee is a percentage of the Benefit Base. We deduct this fee from your Contract Value on the Valuation Date that occurs after each Valuation Period containing a Monthly Anniversary Date. The SecurePay Fee is deducted from the Sub-Accounts of the Variable Account only; it is not deducted from the assets in the DCA Account. The monthly fee is deducted from the Sub-Accounts in the same proportion that the value of each Sub-Account bears to the total Contract Value in the Variable Account on that date. Accordingly, you must have transferred some assets from your DCA Account to Sub-Accounts in accordance with our Allocation Guidelines and Restrictions before the fee


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is charged. The monthly fee is deducted from a Sub-Account in the same proportion that the Sub-Account value bears to the total Contract Value in the Variable Account on that date.

The SecurePay Fee is currently 1.20% of the Benefit Base. We may increase the SecurePay Fee. However, we will not increase the SecurePay Fee above a maximum 2.00% of the Benefit Base.

We reserve the right to increase the SecurePay fee if, in our sole discretion, the increase is necessary or appropriate to cover the costs Protective Life incurs to mitigate the risks associated with offering the rider.

If we increase the SecurePay Fee, we will give you at least 30 days' written notice prior to the increase which notice will identify the date the increase in the SecurePay Fee will take place and provide instructions on how to accept or decline the increase. You may elect not to pay the increase in your SecurePay Fee. If you elect not to pay the increased SecurePay Fee, your SecurePay rider will not terminate, but your Benefit Base will be capped at its then current value and you will give up the opportunity for any future increases in the Benefit Base if your Contract Value exceeds your Benefit Base on subsequent Contract Anniversaries. You will continue to be assessed your current SecurePay Fee. We also will no longer calculate the SecurePay Roll-up Value when determining your Benefit Base if you elect not to pay the increase in your SecurePay Fee. You will continue to be assessed your current SecurePay Fee, even though you will no longer be entitled to additional SecurePay Roll-up Values. See "SecurePay 5 Rider."

Terminating the SecurePay Rider

The SecurePay 5 rider will terminate upon the earliest of:

•  the Valuation Date you terminate your SecurePay rider (permitted after the rider has been in effect for at least ten years);

•  the Valuation Date the Contract is surrendered or terminated;

•  the Valuation Date your Contract Value reduces to zero due to an Excess Withdrawal;

•  the Valuation Date your Contract Value reduces to zero due to poor Sub-Account performance, the deduction of fees, and/or a SecurePay Withdrawal (subject to our obligation to make monthly payments to you, as set forth above under "Reduction of Contract Value to Zero");

•  the Valuation Date on or after the Benefit Election Date we receive instructions from you that results in a change in Covered Person(s);

•  for a SecurePay 5 rider with one Covered Person, the date of the Covered Person's death before the Annuity Date (even if the surviving spouse of the deceased Covered Person elects to continue the Contract);

•  for a SecurePay 5 rider with two Covered Persons, the date of death of the last surviving Covered Person before the Annuity Date;

•  the Annuity Date (subject to any obligation we may have to make monthly payments to you under the rider, as set forth above under "Benefit Available on Maximum Annuity Date (Oldest Owner's or Annuitant's 95 th Birthday)"); or

•  the Valuation Date we receive instructions that are not in compliance with our Allocation Guidelines and Restrictions for Protected Lifetime Income Benefits.

Deduction of the monthly fee for the SecurePay 5 rider ceases upon termination. We will not refund the SecurePay fees you have paid if your SecurePay rider terminates for any reason. If your SecurePay 5 rider terminates, you may not reinstate it or purchase a new rider except as described below under "Spousal Continuation" and "Reinstating Your SecurePay Rider Within 30 Days of Termination."

Spousal Continuation

Upon the death of the Owner before the Benefit Election Date, if the surviving spouse elects to continue the Contract and become the new Owner, the surviving spouse may also continue the SecurePay rider, provided the surviving spouse meets the rider's issue age requirements as of the Rider Issue Date or as of any date prior to the date we receive the written request to continue the Contract. On the next Contract Anniversary, the Benefit Base will be the greater of (1) the Contract Value (which will reflect the Death Benefit) less any Purchase Payments made two or more years after the Rider Issue Date, or (2) the current Benefit Base.

If the SecurePay Benefit Election Form indicates Single Life Coverage and the SecurePay rider terminates due to the death of the Covered Person following the Benefit Election Date and the surviving spouse elects to continue the Contract and become the new Sole Owner, then the surviving spouse may purchase a new SecurePay 5 rider before


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the Annuity Date if we are offering the rider at that time. If all the conditions to purchase a new SecurePay 5 rider have been met, we will issue the rider upon our receipt of the surviving spouse's written request. The new rider will be subject to the terms and conditions of the SecurePay 5 rider in effect at the time it is issued. This means:

•  The initial Benefit Base will be equal to the Contract Value as of the new Rider Issue Date.

•  We will impose the current SecurePay Fee in effect on the new Rider Issue Date.

The surviving spouse may not purchase a new SecurePay 5 rider if he or she does not meet the rider's issue age requirements as of the Rider Issue Date or the date we receive the written request to continue the Contract. Only the surviving spouse is eligible to be a Covered Person under the new rider, and the rider will terminate upon the death of that Covered Person. Please note that the SecurePay 5 rider may not be available in all states and that we may limit the availability of the SecurePay 5 rider at any time.

If the SecurePay Benefit Election Form indicates Joint Life Coverage and a Covered Person dies following the Benefit Election Date, and if the surviving spouse elects to continue the Contract and the SecurePay rider, the Annual Withdrawal Amount remains the same until the next Contract Anniversary. On the next Contract Anniversary, the Benefit Base will be the greater of the Contract Value (which will reflect the addition of the Death Benefit) or the current Benefit Base and we will recalculate the Annual Withdrawal Amount, if necessary, using the Maximum Withdrawal Percentage associated with Joint Life Coverage.

Reinstating Your SecurePay 5 Rider Within 30 Days of Termination

If your SecurePay 5 rider terminated due to a Prohibited Allocation instruction (see "Allocation Guidelines and Restrictions for Protected Lifetime Income Benefits") or due to a change in Covered Person after the Benefit Election Date (see "Designating the Covered Person(s)"), and you made no additional Purchase Payment after the termination, you may request that we reinstate the rider.

If termination occurred due to a Prohibited Allocation instruction, your written reinstatement request must correct the previous Prohibited Allocation instruction by either directing us to allocate your Contract Value in accordance with the rider's Allocation Guidelines and Restrictions and/or resume portfolio rebalancing. If termination occurred due to a change in Covered Person after the Benefit Election Date, your written reinstatement request must correct the change in Covered Person by directing us to designate under the reinstated rider the original Covered Person(s) that had been selected on the Benefit Election Date.

We must receive your written reinstatement request within 30 days of the date the rider terminated. The reinstated rider will have the same terms and conditions, including the same SecurePay Rider Issue Date, Benefit Base, AWA, SecurePay Fee and, if applicable, Maximum Withdrawal Percentage, as it had prior to termination.

Tax Consequences

Treatment of Civil Unions and Domestic Partners.  The SecurePay 5 rider's provisions relating to marital status are interpreted under applicable state law. For example, if state law affords legal recognition to domestic partnerships or civil unions, the Rider will treat individuals who are in a bona fide civil union or domestic partnership as married and spouses for purposes of the Rider. However, as described above in "Death Benefit — Continuation of the Contract by a Surviving Spouse," for federal tax law purposes such individuals are not treated as "spouses." As a result, if a beneficiary of a deceased owner and the owner were parties to such a relationship, the beneficiary will be required by federal tax law to take distributions from the Contract in the manner applicable to non-spouse beneficiaries and will not be able to continue the Contract. In some circumstances, these required distributions could substantially reduce or eliminate the value of the SecurePay 5 rider benefit.

In addition, the Rider allows the surviving spouse of a deceased owner who continues the Contract and becomes the new owner to either continue the SecurePay rider or purchase a new Rider (depending on the date of death and whether the Rider provides single or joint life coverage). This right is only available to an individual who was the spouse of the deceased owner within the meaning of federal tax law.

An individual who is a party to a civil union or a domestic partnership should not purchase the SecurePay 5 rider before consulting legal and financial advisors and carefully evaluating whether the SecurePay 5 rider is suitable for his or her needs.

Other Tax Matters. For a discussion of other tax consequences specific to the SecurePay rider, please see TAXATION OF ANNUITIES IN GENERAL, Tax Consequences of Protected Lifetime Income Benefits and QUALIFIED RETIREMENT PLANS, Protected Lifetime Income Benefits.


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SecurePay ME ® : Increased AWA for Certain Medical Conditions

If you have certain medical conditions, and you have held your Contract for two years or more, you may qualify for an increase in your AWA at the time you establish your Benefit Election Date. You may not apply for an increased AWA after the Benefit Election Date.

Note: The two-year waiting period for the SecurePay ME ® benefit begins on the Contract's Issue Date (not necessarily when you select the SecurePay 5 rider). A new waiting period begins if ownership of the Contract changes.

At present, the maximum age at which you may apply for a medical evaluation of your benefit under the SecurePay 5 rider and request the SecurePay ME benefit is age 75. We reserve the right to change this maximum age so that in the future the maximum age for medical evaluation may increase or decrease, if, in our sole discretion, such change is necessary or appropriate to mitigate the risks and costs Protective Life assumes in offering the benefit. We determine the maximum age based on a variety of factors including current life expectancies, developments in medical treatment and technology, and the costs to us of providing the SecurePay ME benefit, as well as the costs of the various death benefits we make available under the Contract.

After receiving your application for the SecurePay ME benefit, we will determine, in our sole discretion, whether a medical condition will qualify for an increased benefit under the SecurePay ME benefit and, if so, the amount of the increase. In general, in order to qualify for an increased AWA, the medical condition must be one which significantly reduces life expectancy. Our evaluation of life expectancy will be based on a review of the medical records made available to us and our assessment of the specific characteristics and severity of an impairment or impairments, including, but not limited to, our judgment as to your individual medical condition and the likelihood of improved medical treatment for that condition. Based upon this evaluation, we will assign a life expectancy or "table" rating in accordance with the guidance provided in standard industry underwriting manuals and written company guidelines specific to assessing longevity in the context of annuity payments, rather than life insurance underwriting. The table rating will correspond to an estimated decrease in life expectancy compared to other persons of the same age and gender without significant medical impairments. Because of their complexity or severity, or both, certain impairments or combinations of impairments will require the expertise and knowledge of our Medical Director, who will assist us in determining the appropriate life expectancy table rating. As part of this process, the Medical Director will review the medical records in light of our underwriting manual/guidelines and pertinent medical literature.

After a table rating has been assigned, it will be used to determine whether, and the extent to which, we will increase the AWA. Table ratings currently range from 1 to 16. The higher the table rating, the greater the estimated decrease in longevity. In order to qualify for an increased AWA, the estimated decrease in longevity currently must be greater than or equal to 25%. The table rating required to hit this threshold will vary depending on your age and sex. We also will take into account our experience and expectations regarding the mortality of the entire pool of Covered Persons under all SecurePay riders, as well as the investment performance of the required allocations under our Allocation Guidelines and Restrictions and our expectations regarding the securities markets in general. The factors upon which we base our decision, the weight we give to each factor and the table rating requirements may change periodically.

If we determine that an increase in your AWA is warranted, the Maximum Withdrawal Percentage that you receive will be from 0.25% to 2.00% higher than you would otherwise receive. The amount of any increase in the Maximum Withdrawal Percentage that we may make available will apply consistently to all similarly rated applicants. After the Benefit Election Date, the amount of your increase will not change. An increase in your AWA will not affect the amount of the SecurePay Fee, although we may charge a processing fee to establish the SecurePay ME benefit, as described below.

Note: We reserve the right to discontinue this benefit at any time if, in our sole discretion, such change is necessary or appropriate to mitigate the risks and costs Protective Life assumes in offering the benefit.

How to Apply for an Increased AWA You may ask for a determination as to whether you (or in the case of Joint Life Coverage, you and your spouse) qualify for an increased AWA because of certain serious medical conditions if you have held your Contract for two or more years.

If you believe you may qualify for an increased AWA, you should provide Written Notice to us in order to begin the process. Among other things, you must complete a SecurePay ME ® questionnaire and authorize us to obtain copies of your medical records and a statement from your attending physician as well as certain other personal information.

If we determine that you do not qualify for the increased AWA, you may request a subsequent determination of qualification if one year or more has passed since the previous determination of qualification.

Note: You may not apply for an increased AWA after the Benefit Election Date.


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In the case of a Contract with two Owners who are spouses, or if there is one Owner and a spouse who is the sole Primary Beneficiary, a request may be made for a determination regarding an increased AWA for Single Coverage for the older of the spouses or for Joint Coverage for both spouses. If you request Joint Coverage, we will require a medical evaluation of both spouses and we will advise you of our determination with respect to Single and Joint Coverage. The increased AWA will continue for the lives of both spouses.

Note: Although Single Coverage may provide a higher AWA than Joint Coverage, you should consider that Single Coverage terminates upon the death of the Covered Person following the Benefit Election Date.

We will assess a charge for evaluating your request for an increased AWA only if we determine that you qualify for an increased AWA and you elect to begin taking your SecurePay Withdrawals at the increased AWA. However, if you request an increase in AWA under the SecurePay ME feature more than twice, we will deduct the charge from your current Contract Value whether or not we determine that you qualify for an increased AWA and whether or not you begin taking your SecurePay Withdrawals at the increased AWA.

The current fee is $150 for each person designated as a "Covered Person" in the Benefit Election Form, in other words, $150 for Single Coverage and $300 for Joint Coverage if the AWA is increased. Although we may increase this charge, it will not be more than $300 per Covered Person. We will deduct the charge from your current Contract Value when you submit your Benefit Election Form.

Electing to Begin Your SecurePay Withdrawals after a Determination that You are Eligible for an Increased AWA We must receive your Benefit Election Form at our Administrative Office within 6 months after the date we notify you that you are eligible for the increased AWA. If we do not receive this form within this time period, we will not increase your AWA, but you may request a subsequent determination of qualification if one year or more has passed since the previous determination of qualification.

Required Minimum Distributions

If the SecurePay 5 rider is purchased for use with a Qualified Contract, the Qualified Contract must comply with the required minimum distribution (RMD) rules under the Code Section 401(a)(9). The SecurePay 5 rider, and certain other benefits that the IRS may characterize as "other benefits" for purposes of the regulations under Code Section 401(a)(9), may increase the amount of the RMD that must be taken from your Qualified Contract. See "QUALIFIED RETIREMENT PLANS."

After the Benefit Election Date, we permit withdrawals from a Qualified Contract that exceed the AWA in order to satisfy the RMD for the Qualified Contract without compromising the SecurePay guarantees. In particular, if you provide us with Written Notice of an RMD at the time you request a SecurePay Withdrawal from your Qualified Contract, we will compute an amount that is treated under the SecurePay rider as the RMD for the calendar year with respect to your Qualified Contract. Note that although the tax law may permit you in certain circumstances to take distributions from your Qualified Contract to satisfy the RMDs with respect to other retirement plans established for your benefit, only the amount computed by us as the RMD with respect to your Qualified Contract is treated as an RMD for purposes of the SecurePay rider. Also, if you do not provide us with Written Notice of an RMD at the time you request a SecurePay Withdrawal, the entire amount by which the withdrawal exceeds any remaining AWA for the Contract Year will reduce the amount of your future AWA and could reduce your Benefit Base.

In the future, we may institute certain procedures, including requiring that RMD be established as automatic, periodic distributions, in order to ensure that RMDs for a calendar year do not exceed the AWA for the corresponding Contract Year.

In general, under the SecurePay 5 rider, you may withdraw the greater of (i) your AWA for a contract year or (ii) the RMD attributable to your Contract that is determined as of December 31 st immediately preceding the beginning of your contract year.

Note: If you submit your Benefit Election Form before the first RMD under Code Section 401(a)(9) is due, we may adjust the amount of your maximum SecurePay Withdrawal for the contract year that includes the due date for the first RMD so that the maximum amount of your withdrawal under the SecurePay 5 rider will be the greater of your first RMD or AWA plus the greater of your second RMD or AWA minus your actual withdrawals in the previous contract year. Thereafter, the maximum allowed is the greater of the AWA or the RMD determined as of the preceding December 31 st .


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PROTECTIVE INCOME MANAGER (patent pending)

In general, the Protective Income Manager rider guarantees the right to make withdrawals ("Protective Income Manager Withdrawals") each year even if your Contract Value is reduced to zero due to those Protective Income Manager Withdrawals, poor market performance, or both. The Rider also provides fixed lifetime income payments for the life of any Covered Person ("Protected Lifetime Payments") beginning on the Maximum Annuity Date. Protective Income Manager is specifically designed for you to withdraw all your Contract Value by the (younger) Covered Person's 95 th birthday in annual amounts that may vary from year to year (the "Optimal Withdrawal Amount").

Note: The rider may not operate as designed if joint life coverage is selected and there is a significant age difference between the two Covered Persons. In that event, it is likely that on the Maximum Annuity Date (the older Covered Person's 95 th birthday), a substantial amount of Contract Value will still be remaining. As a result, it may be in your best interest to apply this amount to an Annuity Option instead of the rider's Protected Lifetime Payment Annuity Option. If so, you will have paid for the rider without receiving its full benefit. If there is a significant age disparity between you and your spouse, then joint life coverage under the rider may not be appropriate for you. You should discuss this with your financial advisor to ascertain if joint life coverage will address your financial needs and be suitable for you. See "Selecting Your Coverage Option" below for factors to consider when discussing this with your advisor. Also see Appendix H for examples of joint life coverage when there is a significant age difference.

Under the Protective Income Manager rider, the Owner or Owner(s) may designate certain persons as "Covered Persons" under the Contract. See "Selecting Your Coverage Option." These Covered Persons will be eligible to make Protective Income Manager Withdrawals each Contract Year up to a specified amount during the life of the Covered Person(s). This amount is called the "Optimal Withdrawal Amount," and is calculated as a percentage of your Contract Value. Annual aggregate withdrawals that exceed the Optimal Withdrawal Amount may result in a reduction of rider benefits (and may even significantly reduce or eliminate such benefits) because we will recalculate the minimum guarantees associated with your Optimal Withdrawal Amount on the next Contract Anniversary. Protective Income Manager Withdrawals are guaranteed to be no lower than your initial Optimal Withdrawal Amount, even if your Contract Value falls to zero, if you do not take any withdrawals in excess of your Optimal Withdrawal Amount ("Excess Withdrawals").

You may purchase the Protective Income Manager rider only when you purchase your Contract, provided the Covered Person (or both Covered Persons) are between ages 60 and 80 and your initial Purchase Payment is at least $25,000.

The Protective Income Manager rider does not guarantee Contract Value or the performance of any Investment Option.

Important Considerations

•  If you purchase the Protective Income Manager rider, your options for allocating Purchase Payments and Contract Value are restricted. See "Allocation Guidelines and Restrictions for Protected Lifetime Income Benefits."

•  If you purchase the Protective Income Manager rider, your death benefit will be the Return of Purchase Payments Death Benefit. The Maximum Anniversary Value Death Benefit is not available under the Protective Income Manager rider. (See "Death of a Covered Person.")

•  Any change in a Covered Person other than a spousal continuation under a Joint Life Coverage option, will cause the rider to terminate without any refund of fees.

•  Excess Withdrawals will cause a "reset" of the floor on your Optimal Withdrawal Amount (which is the lowest amount we guarantee your Optimal Withdrawal Amount will be each year) on the next Contract Anniversary. This may result in a substantially lower Optimal Withdrawal Amount in the future, which could significantly reduce or even eliminate the value of the Protective Income Manager rider. See "Determining Your Optimal Withdrawal Amount."

•  You will begin paying the Protective Income Manager fee as of the Rider Issue Date, even if you do not begin taking Protective Income Manager Withdrawals for many years.

•  You may not cancel the Protective Income Manager rider during the ten years following the Rider Issue Date.


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•  We do not refund any Protective Income Manager fees if the rider terminates for any reason or if you choose not to take Protective Income Manager Withdrawals.

•  The automatic purchase payment plan and automatic withdrawal plan are not available if you purchase the Protective Income Manager rider.

The ways to purchase the Protective Income Manager rider, conditions for continuation of the benefit, process for beginning Protective Income Manager Withdrawals, and the manner in which your Optimal Withdrawal Amount is calculated are discussed below.

You should not purchase the Protective Income Manager rider if:

•  you expect to take Excess Withdrawals because such Excess Withdrawals may significantly reduce or eliminate the value of the benefit (see "Excess Withdrawals");

•  you are primarily interested in maximizing the Contract's potential for long-term accumulation rather than systematically withdrawing all of your Contract Value over time;

•  it is important for you to leave a death benefit for your heirs;

•  there is a significant age disparity between the two Covered Persons; or

•  you do not expect to take Protective Income Manager Withdrawals (especially before the age of 95).

Appendix F demonstrates the operation of the Protective Income Manager rider using hypothetical examples. You should review Appendix F and consult your sales representative to discuss whether the Protective Income Manager rider suits your needs.

Purchasing Protective Income Manager

You may purchase the Contract and the Protective Income Manager rider if your initial Purchase Payment is at least $25,000. If your initial Purchase Payment is funded, in whole or in part, by the exchange of another annuity contract or contracts, the aggregate value of your Purchase Payments within the first 120 days following the Contract Issue Date must be equal to or greater than $25,000. If the total of your Purchase Payments is less than $25,000 at the end of the Valuation Period on the 120 th day following the Contract Issue Date, we will terminate Protective Income Manager and credit to your account all Protective Income Manager fees previously deducted from your Contract Value. In addition, if we terminate your Protective Income Manager, any withdrawals that you took under Protective Income Manager during the initial 120 day period will be treated as Contract withdrawals.

Designating the Covered Person(s)

The Covered Person is the person upon whose life the Protective Income Manager rider benefit is based. You may designate one Covered Person (Single Life Coverage) or two Covered Persons (Joint Life Coverage).

•  If Single Life Coverage is elected, then the Owner will be the Covered Person (if there are two Owners, then the older Owner will be the Covered Person).

•  Joint Life Coverage may be elected if there are two Owners under the Contract who are spouses or if there is one Owner and his or her spouse is the sole Primary Beneficiary under the Contract. If Joint Life Coverage is elected, then the Owner and the Owner's spouse will be the Covered Persons.

•  Where the Owner is a corporation, partnership, company, trust, or other "non-natural person," the Annuitant (under Single Life Coverage) or Annuitant and Annuitant's spouse who is the sole primary beneficiary (under Joint Life Coverage) will be the Covered Person(s).

•  The Covered Person (or, if Joint Life Coverage is selected, one of the two Covered Persons) must be designated as the Annuitant under the Contract.

Note: A change of Covered Persons will cause the Protective Income Manager rider to terminate and any scheduled Protective Income Manager Withdrawals to cease. If you remove a Covered Person (which may occur, for example, if you remove a spouse Beneficiary or add additional Primary Beneficiaries or change the Owner or Annuitant), or if you add a Covered Person (which may occur, for example, if you add a spouse as a sole Primary Beneficiary), then this would constitute a change of Covered Persons. In addition, whether a spouse continues the Contract could affect the rights and benefits under the Protective Income Manager rider and could have tax consequences. (See "Tax Consequences — Treatment of Civil Unions and Domestic Partners.")


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Selecting Your Coverage Option. If both Owners of the Contract are spouses, or if there is one Owner and a spouse who is the sole Primary Beneficiary, you must indicate at the time you purchase the rider whether there will be one or two Covered Persons. Please pay careful attention to this designation, as it will impact the Protective Income Manager Payment Factor and whether the Optimal Withdrawal Amount will continue to be available for the life of the surviving spouse.

The various coverage options are illustrated in the following table:

   

Single Life Coverage

 

Joint Life Coverage

 

Single Owner/Non-spouse Beneficiary

 
Covered Person is the Owner. Protective Income Manager rider expires upon death of Covered Person.
 
N/A
 

Single Owner/Spouse Beneficiary

 
Covered Person is the Owner. Protective Income Manager rider expires upon death of Covered Person.
 
Both are Covered Persons. Protective Income Manager rider expires upon death of last surviving Covered Person.
 
Joint Owner/Non-spouse 2 nd Owner  
Covered Person is older Owner. Protective Income Manager rider expires upon the death of the Covered Person.
 
N/A
 
Joint Owner/Spouse 2 nd Owner  
Covered Person is older Owner. Protective Income Manager rider expires upon death of Covered Person.
 
Both are Covered Persons. Protective Income Manager rider expires upon death of last surviving Covered Person.
 

Important Note on Joint Life Coverage: The rider is designed to distribute all of your Contract Value by the younger Covered Person's 95 th birthday. The rider may not operate as designed if joint life coverage is selected and there is a significant age difference between the two Covered Persons. In that event, it is likely that on the Maximum Annuity Date (the older Covered Person's 95 th birthday), a substantial amount of Contract Value will still be remaining. As a result, it may be in your best interest to apply this amount to an Annuity Option instead of the rider's Protected Lifetime Payment Annuity Option. If so, you will have paid for the rider without receiving its full benefit. See "Determining Your Optimal "Protected Lifetime Payments Available on Maximum Annuity Date (Oldest Owner's or Annuitant's 95 th Birthday)."

Factors for you, your spouse, and your financial advisor to consider before purchasing joint life coverage under the rider include:

•  Your expectations as to Variable Account performance between now and the Maximum Annuity Date. Please see Appendix H for examples demonstrating how negative, flat, and positive market performance may influence the payment of lifetime income under the rider when there is a significant age difference between Covered Persons.

•  The age difference between you and your spouse. As the age difference increases (particularly when there is more than ten years between you), the more likely it is that the rider will not distribute all of your Contract Value and then make Protected Lifetime Payments.

•  The age and health of the older Covered Person. If the older Covered Person does not live to age 95, then the Contract Value will be distributed by the surviving Covered Person's 95 th birthday, at which time Protected Lifetime Payments under the rider will begin. You may also want to consider the sex of the older Covered Person, as females are more likely to live to age 95 than are males.

•  Whether the Contract was purchased for use in connection with a Qualified Contract owned by the younger spouse. If the younger spouse is the sole Owner under the Contract, then there may be a desire for the older spouse to receive Protected Lifetime Payments under the rider in the event of the younger spouse's death. You should discuss these payments as well as the payments you might receive under other Annuity Options under your Contract.


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If there is a significant age disparity between you and your spouse, then joint life coverage under the rider may not be appropriate for you. You should discuss this with your financial advisor to ascertain if joint coverage under the Protective Income Manager rider will address your financial needs and be suitable for you.

Allocation Guidelines and Restrictions

In order to maintain the Protective Income Manager rider, you must allocate your Purchase Payments and Contract Value in accordance with the Allocation Guidelines and Restrictions that we have established. The Allocation Guidelines and Restrictions are designed to limit our risk under the Protective Income Manager rider. Please see "Allocation Guidelines and Restrictions for Protected Lifetime Income Benefits."

Determining Your Optimal Withdrawal Amount

The Optimal Withdrawal Amount is the maximum amount that you may withdraw from your Contract Value each Contract Year without reducing or eliminating the benefits under the Protective Income Manager rider. We calculate your Optimal Withdrawal Amount each year by multiplying your Contract Value by the "Protective Income Manager Payment Factor." This factor is based on:

•  the age of the (younger) Covered Person on the Rider Issue Date; and

•  the age of the (younger) Covered Person on the date we calculate the Optimal Withdrawal Amount.

Note: So long as you never take an Excess Withdrawal (described below), the amount you may withdraw from your Contract Value each year will never be less than your initial Optimal Withdrawal Amount.

1.  We determine your initial Optimal Withdrawal Amount as of the Rider Issue Date by multiplying the "Protective Income Manager Payment Factor" (described below) by your Contract Value on that date.

  For example, assume there is one Covered Person under the Protective Income Manager rider, a 75-year old who has made an initial Purchase Payment of $100,000. As provided in the Single Life Coverage table in Appendix G, the Protective Income Manager Payment Factor is 0.06100 (because she is 75). We determine the initial Optimal Withdrawal Amount by multiplying the Protective Income Manager Payment Factor by the Contract Value. Therefore, the initial Optimal Withdrawal Amount is $6,100 (0.06100 x $100,000). See Appendix G: Protective Income Manager Rider Payment Factors.

  If you purchase the Protective Income Manager rider and we receive an additional Purchase Payment or Payments within the first 120 days, then we recalculate your initial Optimal Withdrawal Amount at 30-day intervals during the 120 days following the Contract Issue Date. We will recalculate your initial Optimal Withdrawal Amount to equal the Protective Income Manager Payment Factor as of the Contract Issue Date multiplied by the total aggregate Purchase Payments received (including your initial Purchase Payment) less any aggregate Excess Withdrawals made since the Contract Issue Date. We will consider this to be your initial Optimal Withdrawal Amount for purposes of calculating future Optimal Withdrawal Amounts. If any scheduled recalculation date is not a Valuation Date, then we make this calculation on the next Valuation Date. In the future, we may change the timing and/or frequency of the calculation of the initial Optimal Withdrawal Amount.

2.  We recalculate your Optimal Withdrawal Amount on each subsequent Contract Anniversary prior to the Annuity Date by multiplying the Protective Income Manager Payment Factor by your Contract Value on that anniversary.

  Your Optimal Withdrawal Amount for any Contract Year can not be more than 110% of your Optimal Withdrawal Amount for the prior Contract Year. In addition, unless you have taken an Excess Withdrawal (which would result in a Reset of the Optimal Withdrawal Amount, as described below), we guarantee that your Optimal Withdrawal Amount will always be at least the greater of:

a.  90% of your Optimal Withdrawal Amount for the prior Contract Year; or

b.  Your initial Optimal Withdrawal Amount.

  For example, assume that the Covered Person described above did not take an Excess Withdrawal during her first Contract Year, and that her Contract Value on the first Contract Anniversary is $95,684. We determine the Optimal Withdrawal Amount on each Contract Anniversary by multiplying the Protective Income Manager Payment Factor by the Contract Value on that anniversary, subject to the minimum and


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maximum limits described above. Therefore, we first calculate the Optimal Withdrawal Amount as the Protective Income Manager Payment Factor at attained age 76 (while also taking into account her age 75 on the Rider Issue Date, since she did not take an Excess Withdrawal) times the Contract Value, or $6,082 (0.06357 x $95,684). Because this amount is less than her initial Optimal Withdrawal Amount but not more than 110% of that amount, her Optimal Withdrawal Amount will remain at $6,100 for the second Contract Year.

Note: The Optimal Withdrawal Amount is not cumulative. If you choose to withdraw only a part of, or none of, your Optimal Withdrawal Amount in any given Contract Year, you should understand that you cannot carry over any unused Optimal Withdrawal Amount to any future Contract Years.

Increase in Protective Income Manager Fee. If you elect not to pay an increase in your Protective Income Manager Fee, then we will "lock in" your current Protective Income Manager Payment Factor and will use this factor when we calculate your Optimal Withdrawal Amount on all future Contract Anniversaries. Your Protective Income Manager Payment Factor will never change, even if there is a Reset following the date you elect not to pay the fee increase due to an Excess Withdrawal. This could ultimately mean a significant reduction in your future Optimal Withdrawal Amount because the Protective Income Manager Payment Factors are designed to increase each year. You should carefully consider whether or not it is in your best interest to decline an increase in the Protective Income Manager fee. See "Protective Income Manager Fee."

The Protective Income Manager Payment Factor. We determine the Protective Income Manager Payment Factor based upon the age of the (younger) Covered Person on the Rider Issue Date, as well as that person's attained age on the date we calculate the Optimal Withdrawal Amount. On each Contract Anniversary when we recalculate your Optimal Withdrawal Amount, we will use a new Protective Income Manager Payment Factor based upon the current attained age of the (younger) Covered Person at that time, but the Protective Income Manager Payment Factor will still continue to be based on the age of the (younger) Covered Person on the Rider Issue Date unless there has been a Reset (discussed below). If you take no Excess Withdrawals, the Protective Income Manager Payment Factor increases each year as the (younger) Covered Person's age increases. Because the Protective Income Manager is designed for you to withdraw a greater proportion of Contract Value over time, the Optimal Withdrawal Amount tends to increase over time (assuming Sub-Account performance has not significantly decreased since the Contract Issue Date). The Protective Income Manager Payment Factors are set forth in Appendix G for Single Life Coverage and Joint Life Coverage.

Reset of the Minimum Optimal Withdrawal Amount. If you take an Excess Withdrawal, the next Contract Anniversary will be a Reset Date. On that date we will Reset the "floor" for all future Optimal Withdrawal Amounts following the Reset Date. This floor is the lowest amount we guarantee your Optimal Withdrawal Amount will be each year, as follows:

Your Optimal Withdrawal Amount on each Contract Anniversary following the Reset Date will be the lesser of:

a.  Your initial Optimal Withdrawal Amount; or

b.  Your Optimal Withdrawal Amount as of the Reset Date.

Note: This means we will no longer guarantee that your Optimal Withdrawal Amount will never be lower than your initial Optimal Withdrawal Amount.

In addition, on a Reset Date, we will use a new Protective Income Manager Payment Factor to calculate your Optimal Withdrawal Amount on that date. This will be based solely on the attained age of the (younger) Covered Person on the Reset Date (provided you have not declined an increase in the Protective Income Manager fee, as discussed above). This will result in a lower Protective Income Manager Payment Factor. For future Optimal Withdrawal Amount calculations, we will continue to base the Protective Income Manager Payment Factor on the age of the (younger) Covered Person on the Reset Date (until the next Reset Date, if any), as well as on that person's attained age on the date we calculate the Optimal Withdrawal Amount.

For example, assume that on the Rider Issue Date, the Contract Value is $133,000, there is one Covered Person under the Protective Income Manager rider, and that person is 60 years old. The initial Optimal Withdrawal Amount is $6,251 ($6,251 = 0.04700 x $133,000). Further assume that he takes an Excess Withdrawal five years later. On the next Contract Anniversary, he is 65, and his Contract Value is $100,000. On that anniversary, we will calculate his Optimal Withdrawal Amount by multiplying the Protective Income Manager Payment Factor at age 65 by the Contract Value, or $5,000 (0.05000 x $100,000). We will reset his minimum Optimal Withdrawal Amount for all future years to equal the lesser of his initial Optimal Withdrawal Amount ($6,251) or the Optimal Withdrawal Amount on the Reset Date ($5,000). Therefore, his new minimum Optimal Withdrawal Amount is $5,000.


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Note: If you take an Excess Withdrawal, your Optimal Withdrawal Amount as of the Reset Date may be substantially lower than your initial Optimal Withdrawal Amount, which would mean a significant reduction in the Optimal Withdrawal Amount available to you on and after a Reset Date. You should carefully consider whether or not it is in your best interest to take an Excess Withdrawal.

Beginning Your Protective Income Manager Withdrawals

All Contract withdrawals taken are considered either Protective Income Manager Withdrawals or Excess Withdrawals.

•  Protective Income Manager Withdrawals are aggregate withdrawals you make from your Contract Value each Contract Year that do not exceed your Optimal Withdrawal Amount.

•  An Excess Withdrawal is any portion of a withdrawal that, when aggregated with all prior withdrawals during that Contract Year, exceeds the Optimal Withdrawal Amount.

At any time prior to the Annuity Date, you may request Protective Income Manager Withdrawals individually or instruct us to send you specific Protective Income Manager Withdrawal amounts periodically by submitting to us a request that includes all of the information necessary for us to complete your request.

Note: The Protective Income Manager rider is designed for you to take Protective Income Manager Withdrawals each Contract Year. If all your withdrawals on and after the Rider Issue Date are Protective Income Manager Withdrawals, your Optimal Withdrawal Amount will never decrease below your initial Optimal Withdrawal Amount and you may continue to withdraw that amount for the lifetime of the Covered Person (or the last surviving Covered Person, if you selected Joint Life Coverage).

The Protective Income Manager rider is designed for you to receive income. If you delay taking Protective Income Manager Withdrawals, you may shorten the period during which you may take such withdrawals due to life expectancy, so you may be paying for a benefit you are not using. Please consult your sales representative regarding the appropriate time for you to begin taking Protective Income Manager Withdrawals.

Important Considerations

•  All withdrawals, including Protective Income Manager Withdrawals, reduce your Contract Value and death benefit. Surrender charges and federal and state income taxes may apply, as well as a 10% federal penalty tax if a withdrawal occurs before the Owner reaches age 59 1 / 2 . See "Charges and Deductions, Surrender Charge" and "TAXATION OF ANNUITIES IN GENERAL, Taxation of Withdrawals and Surrenders."

•  All withdrawals, including Protective Income Manager Withdrawals, count towards the free withdrawal amount under the Contract. However, we do not assess a surrender charge on Protective Income Manager Withdrawals, even when surrender charges would otherwise apply. See "Charges and Deductions, Surrender Charge." Protective Income Manager Withdrawals are not subject to the minimum Contract Value limitation. See "Surrender and Withdrawals."

Excess Withdrawals

An Excess Withdrawal is any portion of a withdrawal that, when aggregated with all prior withdrawals during that Contract Year, exceeds the Optimal Withdrawal Amount. We will not recalculate your Optimal Withdrawal Amount until the next Contract Anniversary, so any subsequent withdrawal you request that Contract Year is also an Excess Withdrawal. A withdrawal that causes the aggregate withdrawals for that Contract Year to exceed the Optimal Withdrawal Amount may include amounts that qualify as a Protective Income Manager Withdrawal as well as amounts that are deemed an Excess Withdrawal.

If you have instructed us to send you all or a portion of the Optimal Withdrawal Amount periodically, an Excess Withdrawal automatically terminates these periodic withdrawals. You may resume periodic Protective Income Manager Withdrawals beginning on the next Contract Anniversary based on the recalculated Optimal Withdrawal Amount by sending us Written Notice.

Excess withdrawals reduce your Contract Value and death benefit. Excess Withdrawals are subject to surrender charges and count towards the free withdrawal amount under the Contract, and federal and state income taxes may apply. Excess Withdrawals are subject to the minimum Contract Value limitation. See "Charges and Deductions, Surrender Charge," "Surrender and Withdrawals," and "TAXATION OF ANNUITIES IN GENERAL, Taxation of Withdrawals and Surrenders."


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Note: An Excess Withdrawal will cause a Reset on the next Contract Anniversary. This may result in a substantially lower Optimal Withdrawal Amount in the future, which could significantly reduce or even eliminate the value of the Protective Income Manager rider. See "Determining Your Optimal Withdrawal Amount." You should not purchase the Protective Income Manager rider if you intend to take Excess Withdrawals.

If your Contract Value reduces to zero due to an Excess Withdrawal, we will terminate your Contract and the Protective Income Manager rider. You will not be entitled to receive any further benefits under the Protective Income Manager rider.

If you would like to make an Excess Withdrawal and are uncertain how an Excess Withdrawal will reduce your future guaranteed withdrawal amounts, then you may contact us prior to requesting the withdrawal to obtain a personalized, transaction-specific calculation showing the effect of the Excess Withdrawal.

Required Minimum Distributions

If the Protective Income Manager rider is purchased for use with a Qualified Contract, the Qualified Contract must comply with the required minimum distribution (RMD) rules under the Code Section 401(a)(9). The Protective Income Manager rider, and certain other benefits that the IRS may characterize as "other benefits" for purposes of the regulations under Code Section 401(a)(9), may increase the amount of the RMD that must be taken from your Qualified Contract. See "Qualified Retirement Plans."

We permit withdrawals from a Qualified Contract that exceed the Optimal Withdrawal Amount in order to satisfy the RMD for the Qualified Contract without compromising the Protective Income Manager guarantee. In particular, if you provide us with Written Notice of an RMD at the time you request a Protective Income Manager Withdrawal from your Qualified Contract, we will compute an amount that is treated under the Protective Income Manager rider as the RMD for the calendar year with respect to your Qualified Contract. Note that although the tax law may permit you in certain circumstances to take distributions from your Qualified Contract to satisfy the RMDs with respect to other retirement plans established for your benefit, only the amount computed by us as the RMD with respect to your Qualified Contract is treated as an RMD for purposes of the Protective Income Manager rider. Also, if you do not provide us with Written Notice of an RMD at the time you request a Protective Income Manager Withdrawal, the entire amount by which the withdrawal exceeds any remaining Optimal Withdrawal Amount for the Contract Year will reduce the amount of your future Optimal Withdrawal Amount and could reduce or eliminate the benefit under the Protective Income Manager rider.

In the future, we may institute certain procedures, including requiring that the RMD be established as automatic, periodic distributions, in order to ensure that RMDs for a calendar year do not exceed the Optimal Withdrawal Amount for the corresponding Contract Year.

In general, under the Protective Income Manager rider, you may withdraw the greater of (i) your Optimal Withdrawal Amount for a Contract Year or (ii) the RMD attributable to your Contract that is determined as of December 31 st immediately preceding the beginning of your Contract Year.

Note: If you begin taking Protective Income Manager Withdrawals before the first RMD under Code Section 401(a)(9) is due, we may adjust the amount of your maximum Protective Income Manager Withdrawal for the Contract Year that includes the due date for the first RMD so that the maximum amount of your withdrawal under the Protective Income Manager rider will be the greater of your first RMD or Optimal Withdrawal Amount plus the greater of your second RMD or Optimal Withdrawal Amount minus your actual withdrawals in the previous Contract Year. Thereafter, the maximum allowed is the greater of the Optimal Withdrawal Amount or the RMD determined as of the preceding December 31 st .

Reduction of Contract Value to Zero

If your Contract Value is reduced to zero due to poor Sub-Account performance, the deduction of fees, and/or a Protective Income Manager Withdrawal, we will terminate your rider and settle the benefit under your Protective Income Manager rider as follows:

•  We will pay your remaining Optimal Withdrawal Amount in accordance with your instructions until the Contract Anniversary following the date of the transaction that reduced the Contract Value to zero;

•  We will establish an Annuity Date that is the Contract Anniversary following the date of the transaction that reduced the Contract Value to zero;


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•  We will continue to recalculate your Optimal Withdrawal Amount on each Contract Anniversary until the earlier of the death of the Covered Person (or last surviving Covered Person if Joint Life Coverage was selected) or the Maximum Annuity Date. As described above under "Determining your Optimal Withdrawal Amount," your Optimal Withdrawal Amount on each Contract Anniversary is equal to your Contract Value multiplied by the Protective Income Manager Payment Factor, and will always be at least the greater of: (a) 90% of your Optimal Withdrawal Amount for the prior Contract Year; or (b) your initial Optimal Withdrawal Amount (or your Optimal Withdrawal Amount as of the most recent Reset Date, if applicable) . Because your Contract Value will be zero, this means your Optimal Withdrawal Amount will decrease by 10% each Contract Year, but will never drop below your initial Optimal Withdrawal Amount (or your Optimal Withdrawal Amount as of the most recent Reset Date, if applicable) .

•  If a Covered Person (or last surviving Covered Person if Joint Life Coverage was selected) is alive on the Maximum Annuity Date, then you will begin receiving Protected Lifetime Payments as described below under "Protected Lifetime Payments Available on Maximum Annuity Date (Oldest Owner's or Annuitant's 95 th Birthday)."

•  If Single Life Coverage was selected and the Covered Person dies, no further payments ( i.e. , the Optimal Withdrawal Amount or the Protected Lifetime Payment Amount, as applicable) are payable. If Joint Life Coverage was selected and one Covered Person dies, the remaining payments ( i.e. , the Optimal Withdrawal Amount or the Protected Lifetime Payment Amount, as applicable) will be made at least as rapidly as they were made prior to the death of the first Covered Person.

If you request a surrender and your Contract Value at the time of the request is less than your remaining Optimal Withdrawal Amount for that Contract Year, we will pay you a lump sum equal to such remaining Optimal Withdrawal Amount. As with any distribution from the Contract, there may be tax consequences. In this regard, we intend to treat any amounts that you receive after the Contract Value is reduced to zero due to poor Sub-Account performance, the deduction of fees, and/or a Protective Income Manager Withdrawal as annuity payments for tax purposes. See "TAXATION OF ANNUITIES IN GENERAL."

If your Contract Value reduces to zero due to an Excess Withdrawal, we will terminate your Contract and the Protective Income Manager rider. You will not be entitled to receive any further benefits under the Protective Income Manager rider.

Benefit Available on Maximum Annuity Date (Oldest Owner's or Annuitant's 95 th Birthday)

The Protective Income Manager rider will terminate on the Annuity Date, whether or not you have begun your Protective Income Manager Withdrawals. You must annuitize the Contract no later than the Maximum Annuity Date.

If your Protective Income Manager rider is in effect on the Maximum Annuity Date, in addition to other Annuity Options available to you under your Contract (see "ANNUITY PAYMENTS, Annuity Options"), one of your Annuity Options will be the Protective Income Manager rider's Protected Lifetime Payment Annuity Option. This option provides fixed monthly annuity payments for the life of the Covered Person (or last surviving Covered Person if Joint Life Coverage was selected), as follows:

1.  If no Reset Date has occurred under the Protective Income Manager rider, then each Protected Lifetime Payment will be equal to your initial Optimal Withdrawal Amount divided by 12.

2.  If any Reset Date has occurred under the Protective Income Manager rider because you have taken one or more Excess Withdrawals, then each Protected Lifetime Payment will be equal to the lesser of: (a) your initial Optimal Withdrawal Amount, divided by 12; or (b) the Optimal Withdrawal Amount calculated on the most recent Reset Date, divided by 12.

If you do not select an Annuity Option, your monthly annuity payments will be the greater of (i) the Protected Lifetime Payments described above; or (ii) payments based upon the Contract Value for the life of the Annuitant with a 10-year Certain Period. We must receive written notification of your election of such annuity payments at least three days but no earlier than 90 days before the Maximum Annuity Date. For more information regarding Annuity Options, including Certain Period options, see "ANNUITY PAYMENTS, Annuity Options."

Important Considerations. Please consult your financial adviser to discuss whether to elect the rider's Protected Lifetime Payment Annuity Option or one of the other Annuity Options available on the Maximum Annuity Date. Among other things, you should consider the amount of the payments you would receive under each available option, your tax situation, whether you want variable or fixed payments, your need for income over the life of one or two individuals, and whether you desire to leave any benefit to your Beneficiary(ies).


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Death of a Covered Person Before the Annuity Date

If there is one Covered Person and he or she dies before the Annuity Date, the Protective Income Manager rider terminates upon the Covered Person's death. If there are two Covered Persons and one dies before the Annuity Date, we will continue the Contract and the Protective Income Manager rider and continue to calculate the Optimal Withdrawal Amount as if no death had occurred so long as the Contract is not terminated by the surviving spouse. See "Death Benefit."

If you purchase the Protective Income Manager rider, your death benefit under the Contract will be the Return of Purchase Payments Death Benefit. The Maximum Anniversary Value Death Benefit is not available under the Protective Income Manager rider.

Protective Income Manager Fee

We deduct a monthly fee for the Protective Income Manager rider that compensates us for the costs and risks we assume in providing this benefit. The fee is a percentage of the greatest of:

a)  the Contract Value on each Monthly Anniversary Date;

b)  the Contract Value on the later of the Rider Issue Date or the most recent Reset Date; or

c)  the sum of all Purchase Payments received (including your initial Purchase Payment), less any Excess Withdrawals made, during the 120-day period following the Contract Issue Date. (During the 120-day period fees are based upon your initial Purchase Payment.)

The percentage is currently 1.20% (on an annual basis).

We calculate the monthly Protective Income Manager fee on each Monthly Anniversary Date following the Rider Issue Date, and continue to calculate the fee monthly through the Annuity Date. We deduct the fee on the following Valuation Date from the Sub-Accounts of the Variable Account only. The fee is not deducted from the assets in the DCA Account. The monthly fee is deducted from the Sub-Accounts in the same proportion that the value of each Sub-Account bears to the total Contract Value in the Variable Account on that date. Accordingly, you must have transferred some assets from your DCA Account to one or more Sub-Accounts in accordance with our Allocation Guidelines and Restrictions before the fee is charged. We treat the deduction of the monthly fee as a withdrawal, but we will not reduce any free surrender amount available under the Contract, and we will not treat the deduction as an Excess Withdrawal under the rider.

We reserve the right to increase the Protective Income Manager fee if, in our sole discretion, the increase is necessary or appropriate to cover the costs Protective Life incurs to mitigate the risks associated with offering the rider. The fee will never exceed 2.00% on an annual basis, however. If we increase the Protective Income Manager fee, we will give you at least 30 days' written notice prior to the increase which notice will identify the date the increase in the Protective Income Manager Fee will take place and provide instructions on how to accept or decline the increase. You may elect not to pay the increase in your Protective Income Manager fee. We must receive your Written Notice declining the increase before the end of the Valuation Period during which the new Protective Income Manager fee becomes effective. If you elect not to pay an increase in your Protective Income Manager Fee, then we will "lock in" your most recent Protective Income Manager Payment Factor and will use this factor when we calculate your Optimal Withdrawal Amount on all future Contract Anniversaries. Your Protective Income Manager Payment Factor will never change, even if there is a Reset following the date you elect not to pay the fee increase. This could ultimately mean a significant reduction in your future Optimal Withdrawal Amount because the Protective Income Manager Payment Factors are designed to increase each year. You should carefully consider whether or not it is in your best interest to decline an increase in the Protective Income Manager fee.

Terminating the Protective Income Manager Rider

We will terminate the Protective Income Manager rider upon the earliest of:

•  the Valuation Date you terminate the Protective Income Manager rider (permitted after the Protective Income Manager rider has been in effect for at least ten years);

•  the Valuation Date the Contract is surrendered or terminated;

•  the Valuation Date your Contract Value reduces to zero due to an Excess Withdrawal;


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•  the Valuation Date your Contract Value reduces to zero due to poor Sub-Account performance, the deduction of fees, and/or a Protective Income Manager Withdrawal (subject to our obligation to make monthly payments to you, as set forth above under "Reduction of Contract Value to Zero");

•  the Valuation Date we receive instructions from you that results in a change in Covered Person(s);

•  for a Protective Income Manager rider with one Covered Person, the date of the Covered Person's death before the Annuity Date (even if the surviving spouse of the deceased Covered Person elects to continue the Contract);

•  for a Protective Income Manager rider with two Covered Persons, the date of death of the last surviving Covered Person before the Annuity Date;

•  the Annuity Date (subject to any obligation we may have to make Protected Lifetime Payments to you, as set forth above under "Protected Lifetime Payments Available on Maximum Annuity Date (Oldest Owner's or Annuitant's 95 th Birthday)"); or

•  the Valuation Date we receive instructions that are not in compliance with our Allocation Guidelines and Restrictions for Protected Lifetime Income Benefits.

Deduction of the monthly fee for the Protective Income Manager rider ceases upon termination. We will not refund the Protective Income Manager fees you have paid if the Protective Income Manager rider terminates for any reason. If the Protective Income Manager rider terminates, you may not reinstate it or purchase a new rider except as described below under "Reinstating the Protective Income Manager rider within 30 Days of Termination."

Reinstating the Protective Income Manager rider within 30 Days of Termination

If your Protective Income Manager rider terminated due to a Prohibited Allocation instruction (see "Allocation Guidelines and Restrictions for Protected Lifetime Income Benefits"), you may request that we reinstate the rider.

Your written reinstatement request must correct the previous Prohibited Allocation instruction by either directing us to allocate your Contract Value and/or resume portfolio rebalancing in accordance with our Allocation Guidelines and Restrictions for Protected Lifetime Income Benefits. We must receive your written reinstatement request within 30 days of the date the rider terminated. The reinstated rider will have the same terms and conditions, including the same Rider Issue Date, Optimal Withdrawal Amount, and Protective Income Manager fee as it had prior to termination. We will deduct any fees and make any other adjustments that were scheduled during the period of termination so that after the reinstatement, the Protective Income Manager rider will be as though the termination never occurred.

Tax Consequences

Treatment of Civil Unions and Domestic Partners. The Protective Income Manager rider's provisions relating to marital status are interpreted under applicable state law. For example, if state law affords legal recognition to domestic partnerships or civil unions, the Rider will treat individuals who are in a bona fide civil union or domestic partnership as married and spouses for purposes of the Rider. However, as described above in "Death Benefit — Continuation of the Contract by a Surviving Spouse," for federal tax law purposes such individuals are not treated as "spouses." As a result, if a beneficiary of a deceased owner and the owner were parties to such a relationship, the beneficiary will be required by federal tax law to take distributions from the Contract in the manner applicable to non-spouse beneficiaries and will not be able to continue the Contract. In some circumstances, these required distributions could substantially reduce or eliminate the value of the Protective Income Manager rider benefit.

An individual who is a party to a civil union or a domestic partnership should not purchase the Protective Income Manager rider before consulting legal and financial advisors and carefully evaluating whether the Protective Income Manager rider is suitable for his or her needs.

Other Tax Matters. For a general discussion of tax consequences specific to the Protective Income Manager rider, see "TAXATION OF ANNUITIES IN GENERAL, Tax Consequences of Protected Lifetime Income Benefits and QUALIFIED RETIREMENT PLANS, Protected Lifetime Income Benefits."

ALLOCATION GUIDELINES AND RESTRICTIONS FOR PROTECTED LIFETIME INCOME BENEFITS

In order to maintain the SecurePay 5 rider or the Protective Income Manager rider, you must allocate your Purchase Payments and Contract Value in accordance with the Allocation Guidelines and Restrictions that we have established. The Allocation Guidelines and Restrictions are designed to limit our risk under these riders.


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Note: The Allocation Guidelines and Restrictions, as well as the inclusion of Funds that employ volatility management strategies in the Investment Options available under your Contract, are intended in part to reduce risks of investment losses that would require us to use our own assets to make payments in connection with the guarantees provided by the SecurePay 5 rider and the Protective Income Manager rider. The Allocation Guidelines and Restrictions, and the inclusion of Funds that employ volatility management strategies are designed to reduce the overall volatility of your Contract Value. During rising markets, the Allocation Guidelines and Restrictions and the Funds that employ volatility management strategies could cause Contract Value to rise less than would have been the case had you been invested in Funds with more aggressive investment strategies. Conversely, investing according to the Allocation Guidelines and Restrictions, and in Funds that employ volatility management strategies, may be helpful in a declining market when high market volatility triggers a reduction in the Funds' equity exposure, because during these periods of high volatility, the risk of losses from investing in equity securities may increase. In these instances, your Contract Value may decline less than would have been the case had you not been invested in a Fund or Funds that feature volatility management strategies.

There is no guarantee that the Allocation Guidelines and Restrictions, or Funds with volatility management strategies, can limit volatility in your investment portfolio, and you may lose principal.

To the extent that the Allocation Guidelines and Restrictions and the Funds with managed volatility strategies are successful in reducing overall volatility, we will benefit from a reduction of the risk arising from our guarantee obligations under the riders and we will have less risk to hedge under the riders than would be the case if Owners did not invest in accordance with the Allocation Guidelines and Restrictions and in the Funds with managed volatility strategies. The Allocation Guidelines and Restrictions and investment in Funds with managed volatility strategies may not be consistent with an aggressive investment strategy. You should consult with your registered representative to determine if they are consistent with your investment objectives.

Specifically, you must: (1) allocate all of your Purchase Payments and Contract Value in accordance with the Allocation by Investment Category guidelines (described below), or (2) allocate all of your Purchase Payments and Contract Value in accordance with one of the three eligible Benefit Allocation Model Portfolios (described below). You may also allocate your Purchase Payments to the dollar cost averaging ("DCA") Account(s), provided that transfers from the DCA Account are allocated to the Sub-Accounts in accordance with the Allocation Guidelines and Restrictions described above.

NOTE: You may not allocate any of your Purchase Payments or Contract Value to the Fixed Account.

Allocation by Investment Category. The following Allocation by Investment Category guidelines specify the minimum and maximum percentages of your Contract Value that must be allocated to each of the four categories of Sub-Accounts listed below in order for you to remain eligible for benefits under the SecurePay rider or the Protective Income Manager rider (unless you are fully invested in a Benefit Allocation Model, as described above). You can select the percentage of Contract Value to allocate to individual Sub-Accounts within each group, but the total investment for all Sub-Accounts in a group must comply with the specified minimum and maximum percentages for that group.

These Allocation by Investment Category guidelines may not be consistent with an aggressive investment strategy. You should consult with your registered representative to determine if they are consistent with your investment objectives.

Allocation by Investment Category

 

Category 1

 

Minimum Allocation: 40%

 

Maximum Allocation: 100%

 

 

Fidelity VIP Investment Grade Bond  

Oppenheimer Money Fund/VA

 
Franklin U.S. Government Securities VIP  

PIMCO Low Duration

 
Goldman Sachs Core Fixed Income  

PIMCO Short-Term

 
Invesco V.I. Government Securities  

PIMCO Total Return

 


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Category 2

 

Minimum Allocation: 0%

 

Maximum Allocation: 60%

 

 

American Funds Asset Allocation  

Oppenheimer Global Strategic Income

 
Franklin Income VIP  

PIMCO All Asset

 
Goldman Sachs Global Trends Allocation*  

PIMCO Global Diversified Allocation Portfolio*

 
Invesco V.I. Equity and Income  

PIMCO Long-Term US Government

 
Invesco V.I. Balanced Risk Allocation*  

PIMCO Real Return

 
Legg Mason QS Dynamic Multi-Strategy*  

Templeton Global Bond VIP

 
Lord Abbett Bond-Debenture          

 

Category 3

 

Minimum Allocation: 0%

 

Maximum Allocation: 25%

 

 

American Funds Blue Chip Income and Growth  

Invesco V.I. American Value

 
American Funds Global Growth  

Invesco V.I. Comstock

 
American Funds Growth  

Invesco V.I. Growth and Income

 
Fidelity VIP Contrafund  

Invesco V.I. International Growth

 
Fidelity VIP Index 500  

Lord Abbett Calibrated Dividend Growth

 
Fidelity VIP Mid Cap  

Lord Abbett Fundamental Equity

 
Franklin Mutual Shares VIP  

Oppenheimer Capital Appreciation

 
Franklin Rising Dividends VIP  

Oppenheimer Main Street

 
Goldman Sachs Strategic Growth          

Category 4

 

No Allocation Permitted if SecurePay 5 or Protective Income Manager is Selected

 
American Funds Global Small Capitalization  

Invesco V.I. Small Cap Equity

 
American Funds International  

Legg Mason ClearBridge Variable Mid Cap Core

 
American Funds New World  

Legg Mason ClearBridge Variable Small Cap Growth

 
Franklin Flex Cap Growth VIP  

Lord Abbett Growth Opportunities

 
Franklin Small Cap Value VIP  

Lord Abbett Mid-Cap Stock

 
Franklin Small-Mid Cap Growth VIP  

Oppenheimer Global

 
Goldman Sachs Growth Opportunities  

Royce Capital Small-Cap

 
Goldman Sachs Mid Cap Value  

Templeton Developing Markets VIP

 
Goldman Sachs Strategic International Equity  

Templeton Foreign VIP

 
Invesco V.I. Global Real Estate  

Templeton Growth VIP

 
Invesco V.I. Mid Cap Growth          

*   The Fund includes a volatility management strategy as part of the Fund's investment objective and/or principal investment strategy. (See "Allocation Guidelines and Restrictions for Protected Lifetime Income Benefits, Volatility Management Strategies.")

The Benefit Allocation Model Portfolios. Each of the Model Portfolios except the Growth Focus model will satisfy our Allocation Guidelines and Restrictions (the "Benefit Allocation Model Portfolios"). See "Asset Allocation Model Portfolios."

In general, the investment strategies employed by the Benefit Allocation Model Portfolios all include allocations that focus on conservative, high quality bond funds, that combine bond funds and blended stock funds, or that emphasize blended stock funds while including a significant weighting of bond funds. Each of these allocation models seeks to provide income and/or capital appreciation while avoiding excessive risk. If you are seeking a more aggressive growth strategy, the Benefit Allocation Model Portfolios are probably not appropriate for you.

The Benefit Allocation Model Portfolios may include Funds that employ volatility management strategies. For more information on how Funds with volatility management strategies may affect your Contract Value, and how such Funds


61



may benefit us, see "ALLOCATION GUIDELINES AND RESTRICTIONS FOR PROTECTED LIFETIME INCOME BENEFITS" above.

If you allocate your Purchase Payments and Contract Value in accordance with one of the eligible Benefit Allocation Model Portfolios, we will allocate your Purchase Payments and transfers out of the DCA Accounts, as the case may be, in accordance with the Benefit Allocation Model Portfolio you selected. Although you may allocate all or part of your Purchase Payments and Contract Value to a Benefit Allocation Model Portfolio, you may only select one Benefit Allocation Model Portfolio at a time. You may, however, change your Benefit Allocation Model Portfolio selection provided the new portfolio is one specifically permitted for use with the SecurePay 5 rider or the Protective Income Manager rider.

Changes to the Allocation Guidelines and Restrictions. For purposes of the Allocation by Investment Category guidelines, we determine in our sole discretion whether a Sub-Account is classified as Category 1, Category 2, Category 3, or Category 4. We will provide you with at least five business days prior Written Notice of any changes in classification of Investment Options. We may change the list of Sub-Accounts in a group, change the number of groups, change the minimum or maximum percentages of Contract Value allowed in a group, or change the investment options that are or are not available to you, at any time, in our sole discretion. We may make such modifications at any time when we believe the modifications are necessary to protect our ability to provide the guarantees under the SecurePay 5 rider or the Protective Income Manager rider.

With respect to the Benefit Allocation Model Portfolios, we determine in our sole discretion whether a Benefit Allocation Model Portfolio will continue to be available with the SecurePay rider or the Protective Income Manager rider. We may offer additional Benefit Allocation Model Portfolios or discontinue existing Benefit Allocation Model Portfolios at any time in our sole discretion. We may make such modifications at any time when we believe the modifications are necessary to protect our ability to provide the guarantees under the SecurePay rider or the Protective Income Manager rider. We will provide you with written notice at least five business days before any changes to the Benefit Allocation Model Portfolios take effect.

If you receive notice of a change to the Allocation Guidelines and Restrictions (including changes to your Benefit Allocation Model Portfolio), you are not required to take any action. We will continue to apply Purchase Payments you submit without allocation instructions, and process automatic DCA and portfolio rebalancing transfers, according to your Contract allocation established before the Allocation Guidelines and Restrictions changed. We will only apply the new Allocation Guidelines and Restrictions to additional Purchase Payments submitted with new allocation instructions or to future transfers of Contract Value (not including DCA transfers or transfers made to reallocate your Contract Value under the portfolio rebalancing program) because allocation instructions that accompany a Purchase Payment and instructions to transfer Contract Value change your current Contract allocation. This means you will not be able to make additional Purchase Payments submitted with new allocation instructions or transfers of Contract Value until your current allocation instructions meet the Allocation Guidelines and Restrictions in effect at that time (although you will still be required to participate in the portfolio rebalancing program).

Portfolio Rebalancing. You must elect portfolio rebalancing if you select the SecurePay 5 rider or the Protective Income Manager rider. Under this program, we will "re-balance" your Variable Account value based on your allocation instructions in effect at the time of the rebalancing. You may specify rebalancing on a quarterly, semi-annual, or annual basis. If you do not specify the period, we will rebalance your Variable Account value semi-annually based on the Rider Issue Date. We will also rebalance your Variable Account value each time your Contract allocation is changed, for example, when we receive a request to transfer Contract Value (not including DCA or portfolio rebalancing transfers) or when we receive a subsequent Purchase Payment that is accompanied by new allocation instructions. (See "Portfolio Rebalancing.")

Confirmation of the rebalancing will appear on your quarterly statement and you will not receive an individual confirmation after each reallocation. We reserve the right to change the rebalancing frequency, at any time if, in our sole discretion, such change is necessary or appropriate to mitigate the risks and costs Protective Life assumes in offering the riders. We will not make changes more than once per calendar year. You will be notified at least 30 days prior to the date of any change in frequency.

If you terminate the rebalancing of your Variable Account value, we will consider this to be a Prohibited Allocation Instruction and we will terminate your SecurePay rider or Protective Income Manager rider (see below).

Note: Changes to the Allocation Guidelines and Restrictions, to the frequency of portfolio rebalancing or to the composition of the Model Portfolios, when and if applied to your Contract Value allocations, may negatively affect the overall performance of the Investment Options in the affected Sub-Accounts.


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Prohibited Allocation Instructions. If you instruct us to allocate Purchase Payments or Contract Value, or to take withdrawals, in a manner that is not consistent with our Allocation Guidelines and Restrictions (a "Prohibited Allocation instruction"), we will terminate your SecurePay rider or Protective Income Manager rider. For example, if you are following the Allocation by Investment Category guidelines and you instruct us to transfer 30% of your Contract Value to the Fidelity VIP Contrafund Sub-Account, we will consider this to be a Prohibited Allocation Instruction because the maximum allocation you may make to the Sub-Accounts in Category 3 is 25% of your Contract Value.

For purposes of allocating your Purchase Payments and Contract Value a Prohibited Allocation instruction includes:

(a)  allocating a Purchase Payment so that the allocation of your Contract Value following the Purchase Payment is inconsistent with the Allocation Guidelines and Restrictions; or

(b)  directing a dollar cost averaging transfer so that the allocation of your Contract Value following the transfer is inconsistent with the Allocation Guidelines and Restrictions; or

(c)  transferring any Contract Value so that the allocation of your Contract Value following the transfer is inconsistent with the Allocation Guidelines and Restrictions; or

(d)  deducting the proceeds of a withdrawal from an Investment Option so that the allocation of your Contract Value following the withdrawal is inconsistent with the Allocation Guidelines and Restrictions; or

(e)  terminating the rebalancing of your Contract Value.

If we terminate your SecurePay 5 rider or Protective Income Manager rider due to a Prohibited Allocation instruction, you may reinstate the rider subject to certain conditions. See "Reinstating Your SecurePay 5 Rider Within 30 Days of Termination" or "Reinstating the Protective Income Manager Rider Within 30 Days of Termination," as applicable.

SUSPENSION OR DELAY IN PAYMENTS

Payments of a withdrawal or surrender of the Variable Account value or death benefit are usually made within seven (7) calendar days. However, we may delay such payment of a withdrawal or surrender of the Variable Account value or death benefit for any period in the following circumstances where permitted by state law:

(1)  when the New York Stock Exchange is closed; or

(2)  when trading on the New York Stock Exchange is restricted; or

(3)  when an emergency exists (as determined by the SEC as a result of which (a) the disposal of securities in the Variable Account is not reasonably practical; or (b) it is not reasonably practical to determine fairly the value of the net assets of the Variable Account); or

(4)  when the SEC, by order, so permits for the protection of security holders; or

(5)  your premium check has not cleared your bank.

We may delay payment of a withdrawal or surrender from the Guaranteed Account for up to six months where permitted.

SUSPENSION OF CONTRACTS

If mandated under applicable law, we may be required to reject a Purchase Payment. We also may be required to provide additional information about your account to government regulators or law enforcement authorities. In addition, we may be required to block an Owner's account and thereby refuse to pay any request for transfers, withdrawals, surrenders, or death benefits until instructions are received from the appropriate regulator or law enforcement authorities.

CHARGES AND DEDUCTIONS

Surrender Charge (Contingent Deferred Sales Charge)

General

We do not deduct any charge for sales expenses from Purchase Payments at the time you make them. However, within certain time limits described below, we deduct a surrender charge (contingent deferred sales charge) from the Contract Value when you make a surrender or withdrawal before the Annuity Date or when you fully or partially surrender your Contract for a commuted value while variable income payments under Annuity Option A (payments for


63



a certain period) are being made. (See "Annuitization, Annuity Date."). We do not apply the surrender charge to the payment of a death benefit or when we apply your Annuity Value to an Annuity Option.

The surrender charge reimburses us for expenses related to sales and distribution of the Contract, including commissions, marketing materials, and other promotional expenses. In the event surrender charges are not sufficient to cover sales expenses, we will bear the loss; conversely, if the amount of such charges provides more than enough to cover such expenses, we will retain the excess. Protective Life does not currently believe that the surrender charges imposed will cover the expected costs of distributing the Contracts. Any shortfall will be made up from Protective Life's general assets, which may include amounts derived from the mortality and expense risk charge.

If you elect the SecurePay 5 rider, we impose a surrender charge on Excess Withdrawals but not on SecurePay Withdrawals. If you elect the Protective Income Manager rider, we impose a surrender charge on Excess Withdrawals but not on Protective Income Manager Withdrawals. (See "Protected Lifetime Income Benefits.")

Free Withdrawal Amount

Each Contract Year you may withdraw a specified amount, called the "free withdrawal amount", from your Contract without incurring a surrender charge. During the first Contract Year the free withdrawal amount is equal to 10% of your initial Purchase Payment. In any subsequent Contract Year the free withdrawal amount is equal to the greatest of: (1) the earnings in your Contract as of the prior Contract Anniversary; (2) 10% of your cumulative Purchase Payments as of the prior Contract Anniversary; or (3) 10% of the Contract Value as of the prior Contract Anniversary. For the purpose of determining the free withdrawal amount, earnings equal the Contract Value minus the Purchase Payments not previously assessed with a surrender charge, both measured as of the Contract Anniversary for which values are being determined. Withdrawals in excess of the free withdrawal amount in any Contract Year may be subject to surrender charges. Withdrawals, including withdrawals of the free withdrawal amount, may be subject to income taxation and may be subject to a 10% federal penalty tax if taken before the Owner reaches age 59 1 / 2 . (See "Taxation of Annuities in General, Taxation of Withdrawals and Surrenders.")

If you elect the SecurePay 5 rider, we count SecurePay Withdrawals and Excess Withdrawals when determining the free withdrawal amount. If you elect the Protective Income Manager rider, we count Protective Income Manager Withdrawals and Excess Withdrawals when determining the free withdrawal amount. (See "Protected Lifetime Income Benefits.")

Determining the Surrender Charge

We calculate the surrender charge in the following manner:

1.  We deduct any available free withdrawal amount from the requested withdrawal amount;

2.  We allocate any withdrawal amount in excess of any free withdrawal amount to Purchase Payments (or portions of Purchase Payments) not previously assessed a surrender charge on a "first-in, first-out" (FIFO) basis; and

3.  If there is still a portion of the withdrawal amount that has not been allocated (which may occur if the amount withdrawn exceeds the free withdrawal amount plus Purchase Payments not previously assessed a surrender charge, for example, if there has been gain in the Contract Value since the previous Contract Anniversary), then we will allocate this remaining amount pro-rata to such Purchase Payments.

The surrender charge is the total of each of these allocated amounts multiplied by its applicable surrender charge percentage, as shown below. If, at the time of withdrawal, all Purchase Payments have already been withdrawn from the Contract, then we will apply the surrender charge percentage associated with the most recent Purchase Payment we accepted to the amount withdrawn (in excess of any free withdrawal amount).

Number of Full Years Elapsed
Between the Date Purchase Payment was
Accepted and the Date of Surrender
 

 
  0      

7.0

%

 
  1      

6.0

%

 
  2      

6.0

%

 
  3      

5.0

%

 
  4      

4.0

%

 
  5      

3.0

%

 
  6      

2.0

%

 
  7

+

   

0

%

 


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Refer to Appendix B for an example of how the surrender charge is calculated.

We will monitor the amount of the surrender charge we assess such that the amount of any surrender charge we impose, when added to any surrender charge previously paid on the Contract, will not exceed nine percent (9%) of aggregate Purchase Payments made to date for your Contract.

Deduction of the Surrender Charge on Withdrawals

We will deduct the surrender charge associated with a withdrawal either from the amount withdrawn (a "gross" withdrawal) or from your remaining Contract Value (a "net" withdrawal), based on your instructions.

•  In a "gross" withdrawal, you request a specific withdrawal amount, and we reduce that amount by the amount of the surrender charge. Therefore, you will receive less than the dollar amount of the withdrawal you requested.

•  In a "net" withdrawal, you request a specific withdrawal amount, and we deduct the surrender charge from your remaining Contract Value by withdrawing the charge from the Investment Options in which you invest in the same proportion as the withdrawal upon which the charge is assessed. Therefore, we will deduct a larger amount from your Contract Value than the withdrawal amount you specified.

If you choose to have us withhold for taxes, we will reduce the amount we pay you by the amount we withhold.

If you do not indicate whether you would like a "gross" or a "net" withdrawal when you submit your withdrawal request, then we will process your withdrawal request as a gross withdrawal.

Waiver of Surrender Charges

We will waive any applicable surrender charge if, at any time after the first Contract Year:

(1)  you are first diagnosed as having a terminal illness by a physician who is not related to you or the Annuitant; or,

(2)  you enter, for a period of at least ninety (90) days, a facility which is both

(a)  licensed by the state or operated pursuant to state law; and

(b)  qualified as a skilled nursing home facility under Medicare or Medicaid.

The term "terminal illness" means that you are diagnosed as having a non-correctable medical condition that, with a reasonable degree of medical certainty, will result in your death in 12 months or less. A "physician" is a medical doctor licensed by a state's Board of Medical Examiners, or similar authority in the United States, acting within the scope of his or her license. You must submit written proof satisfactory to us of a terminal illness or nursing home confinement. We reserve the right to require an examination by a physician of our choice at our expense in order to confirm the diagnosis.

Once we have granted the waiver of surrender charges under the provision described above, no surrender charges will apply to the Contract in the future and we will accept no additional Purchase Payments. If any Owner is not an individual, the waiver of surrender charge provision described above will apply to the Annuitant. For a period of one year after any change of ownership involving a natural person, we will not waive the surrender charges under the provision described above. If the surrender charge is waived, payments will still be treated as withdrawals for tax purposes. (See "Federal Tax Matters.")

We will not apply a surrender charge if you fully surrender your Contract when the Contract Value is 25% or less of the value of the death benefit.

We may decrease or waive surrender charges on Contracts issued to a trustee, employer or similar entity pursuant to a retirement plan or when sales are made in a similar arrangement where offering the Contracts to a group of individuals under such a program results in savings of sales expenses, or where the sponsor of a Qualified Plan determines to surrender a Qualified Contract as a result of a modification to the Investment Options available under the Contract. We will determine the entitlement to such a reduction in surrender charge.

We may also waive surrender charges on withdrawals taken as a minimum distribution required under federal or state tax laws on amounts attributable to Protective Life annuity contracts. (See "Qualified Retirement Plans".) During any Contract Year, the total amount of such withdrawals will reduce the free withdrawal amount available on any subsequent withdrawal.


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We also may waive surrender charges (1) for Contracts issued in connection with fee-only arrangements between the purchaser and the registered representative of the selling broker-dealer, (2) for Contracts issued to employees and registered representatives of any member of the selling group, or to officers, directors, trustees or bona-fide full time employees of Protective Life or the investment advisors of any of the Funds or their affiliated companies (based upon the Owner's status at the time the Contract is purchased), and (3) in order to facilitate exceptions to our normally issued product guidelines. In all cases, no marketing expenses or sales commissions are associated with such Contracts.

Mortality and Expense Risk Charge

To compensate Protective Life for assuming mortality and expense risks, we deduct a daily mortality and expense risk charge. We deduct the mortality and expense risk charge only from the Variable Account. The charge is equal, on an annual basis, to 1.20% of the average daily net assets of the Variable Account attributable to your Contract.

The mortality risk Protective Life assumes is that Annuitant(s) may live for a longer period of time than estimated when the guarantees in the Contract were established. Because of these guarantees, each Payee is assured that longevity will not have an adverse effect on the annuity payments received. The expense risk that Protective Life assumes is the risk that the administration charge, contract maintenance fee and transfer fees may be insufficient to cover actual future expenses. We expect to make a reasonable profit with respect to the Contracts. We may make a profit or incur a loss from the mortality and expense risk charge. Any profit, including profit from the mortality and expense risk charge, may be used to finance distribution and other expenses.

Administration Charge

We will deduct an administration charge equal, on an annual basis, to 0.10% of the daily net asset value of the Variable Account attributable to your Contract. We make this deduction to reimburse Protective Life for expenses incurred in the administration of the Contract and the Variable Account. We deduct the administration charge only from the Variable Account value.

Death Benefit Fee

If you select the Maximum Anniversary Value Death Benefit, we assess a death benefit fee to compensate us for the cost of providing this death benefit. (There is no fee for the Return of Purchase Payments Death Benefit.) We calculate the death benefit fee as of each Monthly Anniversary Date on which the fee is assessed, and we deduct it from your Contract Value on the next Valuation Date. We will deduct the death benefit fee pro-rata from the Investment Options ( e.g. , in the same proportion that each Investment Option has to Contract Value). The deduction of the death benefit fee will reduce your Contract Value, but it will not otherwise reduce the value of your Maximum Anniversary Value Death Benefit. We deduct this fee whether or not the value of the death benefit is greater than the Contract Value on the Contract Anniversary the fee is deducted. It is possible that this fee (or some portion thereof) could be treated for federal tax purposes as a withdrawal from the Contract. (See "Federal Tax Matters.") We do not assess the death benefit fee after the Annuity Date.

The fee is equal, on an annualized basis, to 0.20% of your annualized death benefit value measured on each Monthly Anniversary Date. The value of your Maximum Anniversary Value Death Benefit on any Monthly Anniversary Date is the greatest of (1) your Contract Value, (2) your adjusted aggregate Purchase Payments, or (3) your greatest anniversary value attained as of that day. (See "DEATH BENEFIT, Maximum Anniversary Value Death Benefit " for a more complete description.) For example, if on a Monthly Anniversary Date your Contract Value equals $125,000, your adjusted aggregate Purchase Payments equal $100,000, and your greatest anniversary value attained equals $120,000, the fee we deduct on that day will be based on your Contract Value of $125,000. Alternatively, if your Contract Value equals only $115,000, your adjusted aggregate Purchase Payments equal $100,000, and your greatest anniversary value attained equals $120,000, the fee we deduct on that day will be based on your greatest anniversary value attained of $120,000.

SecurePay Fee

We deduct a fee for the SecurePay rider that compensates us for the costs and risks we assume in providing this benefit. This SecurePay Fee is a percentage of the Benefit Base. We deduct this fee from your Contract Value on the Valuation Date that occurs after each Valuation Period containing a Monthly Anniversary Date. The SecurePay Fee is deducted from the Sub-Accounts of the Variable Account only; it is not deducted from the assets in the DCA Account. Accordingly, you must have transferred some assets from your DCA Account to Sub-Accounts in accordance with our Allocation Guidelines and Restrictions before the fee is charged.


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The SecurePay Fee is currently 1.20% of the Benefit Base. We reserve the right to increase the SecurePay Fee if, in our sole discretion, such change is necessary or appropriate to mitigate the risks and costs Protective Life assumes in offering the riders. We will not increase the SecurePay Fee above a maximum of 2.00% of the Benefit Base, however.

If we increase the SecurePay Fee, we will give you at least 30 days' written notice prior to the increase. You may elect not to pay the increase in your SecurePay Fee. If you elect not to pay the increased SecurePay Fee, your SecurePay rider will not terminate, but your Benefit Base will be capped at its then current value ( i.e. , your SecurePay Anniversary Value will be reset to $0) and you will give up the opportunity for any future increases in the Benefit Base if your Contract Value exceeds your Benefit Base on subsequent Contract Anniversaries. You will continue to be assessed your current SecurePay Fee. We also will no longer calculate the SecurePay Roll-up Value when determining your Benefit Base if you elect not to pay the increase in your SecurePay Fee. You will continue to be assessed your current SecurePay Fee, even though you will no longer be entitled to additional SecurePay Roll-up Values. See "SecurePay 5."

SecurePay Medical Evaluation Fee. Under the SecurePay 5 rider, we will assess a charge for evaluating your request for an increased Annual Withdrawal Amount ("AWA") if we determine that you qualify for an increased AWA and you elect to begin taking your SecurePay Withdrawals at the increased AWA. However, if you request an increase in AWA under the SecurePay ME feature more than twice, we will deduct the charge from your current Contract Value whether or not we determine that you qualify for an increased AWA and whether or not you begin taking your SecurePay Withdrawals at the increased AWA. The current fee is $150 for Single Coverage and $300 for Joint Coverage if the AWA is increased. Although we may increase this charge, it will not be more than $300 per Covered Person. We will deduct the charge from your current Contract Value when you submit your Benefit Election Form. It is possible that this fee (or some portion thereof) could be treated for federal tax purposes as a withdrawal from the Contract. (See "Federal Tax Matters.")

Protective Income Manager Fee

We deduct a monthly fee for the Protective Income Manager rider that compensates us for the costs and risks we assume in providing this benefit. The fee is a percentage of the greatest of:

a)  the Contract Value on each Monthly Anniversary Date;

b)  the Contract Value on the later of the Rider Issue Date or the most recent Reset Date; or

c)  the sum of all Purchase Payments received (including your initial Purchase Payment), less any Excess Withdrawals made, during the 120-day period following the Contract Issue Date. (During the 120-day period fees are based upon your initial Purchase Payment.)

The percentage is currently 1.20% (on an annual basis).

We calculate the monthly Protective Income Manager fee on each Monthly Anniversary Date following the Rider Issue Date, and continue to calculate the fee monthly through the Annuity Date. We deduct the fee on the following Valuation Date from the Sub-Accounts of the Variable Account only. The fee is not deducted from the assets in the DCA Account. Accordingly, you must have transferred some assets from your DCA Account to one or more Sub-Accounts in accordance with our Allocation Guidelines and Restrictions before the fee is charged. We treat the deduction of the monthly fee as a withdrawal, but we will not reduce any free surrender amount available under the Contract, and we will not treat the deduction as an Excess Withdrawal under the rider.

We reserve the right to increase the Protective Income Manager fee if, in our sole discretion, the increase is necessary or appropriate to cover the costs Protective Life incurs to mitigate the risks associated with offering the rider. The fee will never exceed 2.00% on an annual basis. If we increase the Protective Income Manager fee, we will give you at least 30 days' written notice prior to the increase. You may elect not to pay the increase in your Protective Income Manager fee. We must receive your Written Notice declining the increase before the end of the Valuation Period during which the new Protective Income Manager fee becomes effective. If you elect not to pay the increased Protective Income Manager fee, then we will "lock in" your most recent Protective Income Manager Payment Factor and will use this factor when we calculate your Optimal Withdrawal Amount on all future Contract Anniversaries. Your Protective Income Manager Payment Factor will never change, even if there is a Reset following the date you elect not to pay the fee increase. This could ultimately mean a significant reduction in your future Optimal Withdrawal Amount because the Protective Income Manager Payment Factors are designed to increase each year. You should carefully consider whether or not it is in your best interest to decline an increase in the Protective Income Manager fee. See "Protective Income Manager."


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Transfer Fee

Currently, there is no charge for transfers. Protective Life reserves the right, however, to charge $25 for each transfer after the first 12 transfers in any Contract Year if Protective Life determines, in its sole discretion, that the number of transfers or the cost of processing such transfers is excessive. For the purpose of assessing the fee, we would consider each request to be one transfer, regardless of the number of Investment Options affected by the transfer in one day. We would deduct the fee from the amount being transferred.

Contract Maintenance Fee

Prior to the Annuity Date, we deduct a contract maintenance fee of $30 from the Contract Value on each Contract Anniversary, and on any day that you surrender the Contract other than the Contract Anniversary. We will deduct the contract maintenance fee from the Investment Options in the same proportion as their values are to the Contract Value. We will waive the contract maintenance fee in the event the Contract Value or the aggregate Purchase Payments reduced by surrenders and associated surrender charges (if applicable) equals or exceeds $100,000 on the date we are to deduct the contract maintenance fee.

Fund Expenses

The net assets of each Sub-Account of the Variable Account will reflect the investment management fees and other operating expenses the Funds incur. For each Fund, an investment manager receives a daily fee for its services. Some Funds also deduct 12b-1 fees from Fund assets. Over time these fees, which are paid out of a Fund's assets on an ongoing basis, will increase the cost of an investment in Fund shares. (See the prospectuses for the Funds for information about the Funds.)

Premium Taxes

New York does not currently impose premium taxes on variable annuities. If premium taxes did apply to your Contract, we would deduct them from the Purchase Payment(s) when accepted or from the Contract Value upon a withdrawal or surrender, death or annuitization.

Other Taxes

Currently, no charge will be made against the Variable Account for federal, state or local taxes other than premium taxes. We reserve the right, however, to deduct a charge for taxes attributable to the operation of the Variable Account.

Other Information

We sell the Contracts through registered representatives of broker-dealers. These registered representatives are also appointed and licensed as insurance agents of Protective Life. We pay commissions and other compensation to the broker-dealers for selling the Contracts. You do not directly pay the commissions and other compensation, we do. We intend to recover commissions and other compensation, marketing, administrative and other expenses and costs of Contract benefits through the fees and charges imposed under the Contracts. See "Distribution of the Contracts" for more information about payments we make to the broker-dealers.

ANNUITY PAYMENTS

Annuity Date

On the Issue Date, the Annuity Date is the oldest Owner's or Annuitant's 95 th birthday. You may elect a different Annuity Date, provided that it is no later than the oldest Owner's or Annuitant's 95 th birthday (the "Maximum Annuity Date"). You may not choose an Annuity Date that is less than 1 year after the Issue Date. Distributions from Qualified Contracts may be required before the Annuity Date. We will terminate a SecurePay rider or the Protective Income Manager rider if in effect on the Annuity Date. (See "Protected Lifetime Income Benefits.")

Changing the Annuity Date

The Owner may change the Annuity Date by Written Notice. The new Annuity Date must be at least 30 days after the date we receive the written request and no later than the oldest Owner's or Annuitant's 95 th birthday. You may not choose a new Annuity Date that is less than 1 year after the Issue Date. You also must elect as your Annuity Option either payments for the life of the Annuitant with no certain period or for a certain period of no less than 10 years.


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Annuity Value

The Annuity Value is the amount we will apply to the Annuity Option you have selected. Generally the Annuity Value is your Contract Value on the Annuity Date, less any applicable fees, charges and premium tax on that date. In the circumstances described below, however, we may use an Annuity Value that is higher than the Contract Value.

PayStream Plus ® Annuitization Benefit

If your Annuity Date is on or after your 10 th Contract Anniversary and you select Annuity Option B (life income with or without a certain period) with a certain period of at least 10 years, your Annuity Value will be your Contract Value on the Annuity Date plus 2% of the Contract Value on that date, less any applicable fees, charges and premium tax.

Annuity Income Payments

On the Annuity Date, we will apply your Annuity Value to the Annuity Option you have selected to determine your annuity income payment. You may elect to receive a fixed income payment, a variable income payment, or a combination of both using the same Annuity Option and certain period.

Fixed Income Payments

Fixed income payments are periodic payments from Protective Life to the designated Payee, the amount of which is fixed and guaranteed by Protective Life. Fixed income payments are not in any way dependent upon the investment experience of the Variable Account. Once fixed income payments have begun, they may not be surrendered.

Variable Income Payments

Variable income payments are periodic payments from Protective Life to the designated Payee, the amount of which varies from one payment to the next as a reflection of the net investment experience of the Sub-Account(s) you select to support the payments. You may fully or partially surrender variable income payments for a commuted value if those payments are being made under Annuity Option A (payments for a certain period). "Commuted value" is the present value of the future variable income payments made over the selected certain period, discounted back at an Assumed Investment Return. Refer to Appendix C for an explanation of the commuted value calculation. You may not surrender variable income payments if those payments are being made under Annuity Option B (life income with or without a certain period).

A surrender charge will apply if you fully or partially surrender variable income payments within 7 years after our receipt of any Purchase Payment. In this case, the surrender charge will be determined as described in the "Charges and Deductions, Surrender Charge" section of this prospectus, but without regard to any free withdrawal amount that may have otherwise been available.

Annuity Units

On the Annuity Date, we will apply the Annuity Value you have allocated to variable income payments (less applicable charges and premium taxes) to the variable Annuity Option you have selected. Using an interest assumption of 5%, we will determine the dollar amount that would equal a variable income payment if a payment were made on that date. (No payment is actually made on that date.) We will then allocate that dollar amount among the Sub-Accounts you selected to support your variable income payments, and we will determine the number of Annuity Units in each of those Sub-Accounts that is credited to your Contract. We will make this determination based on the Annuity Unit values established at the close of regular trading on the New York Stock Exchange on the Annuity Date. If the Annuity Date is a day on which the New York Stock Exchange is closed, we will determine the number of Annuity Units on the next day the New York Stock Exchange is open. The number of Annuity Units attributable to each Sub-Account under a Contract generally remains constant unless there is an exchange of Annuity Units between Sub-Accounts.

Determining the Amount of Variable Income Payments

We will determine the amount of your variable income payment no earlier than five Valuation Dates before the date on which a payment is due, using values established at the close of regular trading on the New York Stock Exchange that day.

We determine the dollar amount of each variable income payment attributable to each Sub-Account by multiplying the number of Annuity Units of that Sub-Account credited to your Contract by the Annuity Unit value (described below) for


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that Sub-Account on the Valuation Period during which the payment is determined. The dollar value of each variable income payment is the sum of the variable income payments attributable to each Sub-Account.

The Annuity Unit value of each Sub-Account for any Valuation Period is equal to (a) multiplied by (b) divided by (c) where:

(a)  is the net investment factor for the Valuation Period for which the Annuity Unit value is being calculated;

(b)  is the Annuity Unit value for the preceding Valuation Period; and

(c)  is a daily Assumed Investment Return (AIR) factor adjusted for the number of days in the Valuation Period.

The AIR is equal to 5%.

If the net investment return of the Sub-Account for a variable income payment period is equal to the AIR during that period, the variable income payment attributable to that Sub-Account for that period will equal the payment for the prior period. To the extent that such net investment return exceeds the AIR for that period, the payment for that period will be greater than the payment for the prior period; to the extent that such net investment return falls short of the AIR for that period, the payment for that period will be less than the payment for the prior period.

Refer to Appendix C for an explanation of the variable income payment calculation.

Exchange of Annuity Units

After the Annuity Date, you may exchange the dollar amount of a designated number of Annuity Units of a particular Sub-Account for an equivalent dollar amount of Annuity Units of another Sub-Account. On the date of the exchange, the dollar amount of a variable income payment generated from the Annuity Units of either Sub-Account would be the same. We allow only one exchange between Sub-Accounts in any calendar month, and allow no exchanges between the Guaranteed Account and the Variable Account.

Annuity Options

You may select an Annuity Option, or change your selection by Written Notice that Protective Life receives no later than 30 days before the Annuity Date. You may not change your selection of an Annuity Option less than 30 days before the Annuity Date. We will send you a notice in advance of your Annuity Date which asks you to select your Annuity Option. If you have not selected an Annuity Option within 30 days of the Annuity Date, we will apply your Annuity Value to Option B — Life Income with Payments for a 10 Year Certain Period, with the Variable Account value used to purchase variable income payments and the Guaranteed Account value used to purchase fixed income payments.

You may select from among the following Annuity Options:

Option A — Payments For a Certain Period:

We will make payments for the period you select. No certain period may be longer than 30 years. Payments under this Annuity Option do not depend on the life of an Annuitant.

Option B — Life Income With Or Without A Certain Period:

Payments are based on the life of the named Annuitant(s). If you elect to include a certain period, we will make payments for the lifetime of the Annuitant(s), with payments guaranteed for the certain period you select. No certain period may be longer than 30 years. Payments stop at the end of the selected certain period or when the Annuitant(s) dies, whichever is later. We reserve the right to demand proof that the Annuitant(s) is living prior to making any payment under Option B. If no certain period is selected, no payments will be made after the death of the Annuitant(s), no matter how few or how many payments have been made. This means the Payee will receive no annuity payments if the Annuitant(s) dies before the first scheduled payment, will receive only one payment if death occurs before the second scheduled payment, and so on.

Additional Option:

You may use the Annuity Value to purchase any annuity contract that we offer on the date you elect this option.

When selecting an Annuity Option, you should bear in mind that the amount of each payment for a certain period compared to the amount of each payment for life (either with or without a certain period) depends on the length of the certain period chosen and the life expectancy of the Annuitant(s). The longer the life expectancy, the lower the payments. Generally, the shorter the certain period chosen, the higher the payments. You also should consider that,


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assuming Annuitants with the same life expectancy, choosing Option B — Life Income Without a Certain Period will result in larger annuity payments than Option B — Life Income with a Certain Period (although the Payee will receive more payments under Option B — Life Income with a Certain Period if the Annuitant dies before the end of the certain period). You should consult your sales representative to discuss which Annuity Option would be most appropriate for your circumstances.

At this time Protective does not allow a "partial annuitization," i.e. , we do not allow you to apply a portion of your Contract Value to an annuity option while maintaining the remaining Contract Value available for withdrawals or a surrender. However, in the future we may allow a partial annuitization subject to our then applicable rules and procedures.

Minimum Amounts

If your Annuity Value is less than $2,000 on the Annuity Date, we reserve the right to pay the Annuity Value in one lump sum if, in our sole discretion, we determine that a single payment is necessary to avoid excessive administrative costs. If at any time your annuity income payments are less than the minimum payment amount according to the Company's rules then in effect, we reserve the right to change the frequency to an interval that will result in a payment at least equal to the minimum.

Death of Annuitant or Owner After Annuity Date

In the event of the death of any Owner on or after the Annuity Date, the Beneficiary will become the new Owner. If any Owner or Annuitant dies on or after the Annuity Date and before all benefits under the Annuity Option you selected have been paid, we will pay any remaining portion of such benefits at least as rapidly as under the Annuity Option in effect when the Owner or Annuitant died. After the death of the Annuitant, any remaining payments shall be payable to the Beneficiary unless you specified otherwise before the Annuitant's death.

YIELDS AND TOTAL RETURNS

From time to time, Protective Life may advertise or include in sales literature yields, effective yields, and total returns for the Sub-Accounts. These figures are based on historic results and do not indicate or project future performance.

Yields, effective yields, and total returns for the Sub-Accounts are based on the investment performance of the corresponding Funds. The Funds' performance also reflects the Funds' expenses, including any 12b-1 fees. Certain of the expenses of each Fund may be reimbursed by the investment manager. (See the Prospectuses for the Funds.)

Yields

The yield of the Oppenheimer Money Fund/VA Sub-Account refers to the annualized income generated by an investment in the Sub-Account over a specified seven-day period. The yield is calculated by assuming that the income generated for that seven-day period is generated each seven day period over a 52 week period and is shown as a percentage of the investment. The effective yield is calculated similarly but when annualized the income earned by an investment in the Sub-Account is assumed to be reinvested. The effective yield will be slightly higher than the yield because of the compounding effect of this assumed reinvestment.

The yield of a Sub-Account (except the Oppenheimer Money Fund/VA Sub-Account) refers to the annualized income generated by an investment in the Sub-Account over a specified 30 day or one-month period. The yield is calculated by assuming that the income generated by the investment during that 30 day or one month period is generated each period over a 12 month period and is shown as a percentage of the investment.

Total Returns

The total return of a Sub-Account refers to return quotations assuming an investment under a Contract has been held in the Sub-Account for various periods of time including a period measured from the date the Sub-Account commenced operations. Average annual total return refers to total return quotations that are based on an average return over various periods of time.

Certain Funds have been in existence prior to the investment by the Sub-Accounts in such Funds. Protective Life may advertise and include in sales literature the performance of the Sub-Accounts that invest in these Funds for these prior periods. The performance information of any period prior to the investments by the Sub-Accounts is calculated as if the Sub-Accounts had invested in those Funds during those periods, using current charges and expenses associated with the Contract.


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Standardized Average Annual Total Returns

The average annual total return quotations represent the average annual compounded rates of return that would equate an initial investment of $1,000 under a Contract to the redemption value of that investment as of the last day of each of the periods for which the quotations are provided. Average annual total return information shows the average percentage change in the value of an investment in the Sub-Account from the beginning date of the measuring period to the end of that period. This standardized version of average annual total return reflects all historical investment results, less all charges and deductions applied under the Contract and any surrender charges that would apply if you terminated the Contract at the end of each indicated period, but excluding any deductions for premium taxes.

When a Sub-Account has been in operation prior to the commencement of the offering of the Contract described in this prospectus, Protective Life may advertise and include in sales literature the performance of the Sub-Accounts for these prior periods. The Sub-Account performance information of any period prior to the commencement of the offering of the Contract is calculated as if the Contract had been offered during those periods, using current charges and expenses.

Until a Sub-Account (other than the Oppenheimer Money Fund/VA Sub-Account) has been in operation for 10 years, Protective Life will always include quotes of standard average annual total return for the period measured from the date that Sub-Account began operations. When a Sub-Account (other than the Oppenheimer Money Fund/VA Sub-Account) has been in operation for one, five and ten years, respectively, the standard version average annual total return for these periods will be provided.

Non-Standard Average Annual Total Returns

In addition to the standard version of average annual total return described above, total return performance information computed on non-standard bases may be used in advertisements or sales literature. Non-standard average annual total return information may be presented, computed on the same basis as the standard version except deductions may not include the surrender charges or the contract maintenance fee. In addition, Protective Life may from time to time disclose average annual total return in other non-standard formats and cumulative total return for Contracts funded by the Sub-Accounts.

Protective Life may, from time to time, also disclose yield, standard average annual total returns, and non-standard total returns for the Funds.

Non-standard performance data will only be disclosed if the standard performance data for the periods described in "Standardized Average Annual Total Returns," above, is also disclosed.

Performance Comparisons

Protective Life may, from time to time, advertise or include in sales literature Sub-Account performance relative to certain performance rankings and indices compiled by independent organizations. In advertising and sales literature, the performance of each Sub-Account may be compared to the performance of other variable annuity issuers in general or to the performance of particular types of variable annuities investing in mutual funds, or investment portfolios of mutual funds with investment objectives similar to each of the Sub-Accounts. Lipper Analytical Services, Inc. ("Lipper"), the Variable Annuity Research Data Service ("VARDS"), and Morningstar Inc. ("Morningstar") are independent services which monitor and rank the performance of variable annuity issuers in each of the major categories of investment objectives on an industry-wide basis.

Lipper and Morningstar rankings include variable life insurance issuers as well as variable annuity issuers. VARDS rankings compare only variable annuity issuers. The performance analyses prepared by Lipper, Morningstar and VARDS each rank such issuers on the basis of total return, assuming reinvestment of distributions, but do not take sales charges, redemption fees, or certain expense deductions at the separate account level into consideration. In addition, VARDS prepares risk adjusted rankings, which consider the effects of market risk on total return performance. This type of ranking provides data as to which funds provide the highest total return within various categories of funds defined by the degree of risk inherent in their investment objectives.

Advertising and sales literature may also compare the performance of each Sub-Account to the Standard & Poor's Index of 500 Common Stocks, a widely used measure of stock performance. This unmanaged index assumes the reinvestment of dividends but does not reflect any "deduction" for the expense of operating or managing an investment portfolio. Other independent ranking services and indices may also be used as a source of performance comparison.


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Other Matters

Protective Life may also report other information including the effect of tax-deferred compounding on a Sub-Account's investment returns, or returns in general, which may be illustrated by tables, graphs, or charts.

All income and capital gains derived from Sub-Account investments are reinvested and can lead to substantial long-term accumulation of assets, provided that the underlying Fund's investment experience is positive.

FEDERAL TAX MATTERS

Introduction

The following discussion of the federal income tax treatment of the Contract is not exhaustive, does not purport to cover all situations, and is not intended as tax advice. The federal income tax treatment of the Contract is unclear in certain circumstances, and you should always consult a qualified tax adviser regarding the application of law to individual circumstances. This discussion is based on the Code, Treasury Department regulations, and interpretations existing on the date of this Prospectus. These authorities, however, are subject to change by Congress, the Treasury Department, and judicial decisions.

This discussion does not address state or local tax consequences associated with the purchase of the Contract. In addition, Protective Life makes no guarantee regarding any tax treatment — federal, state or local — of any Contract or of any transaction involving a Contract.

The Company's Tax Status

Protective Life is taxed as a life insurance company under the Code. Since the operations of the Variable Account are a part of, and are taxed with, the operations of the Company, the Variable Account is not separately taxed as a "regulated investment company" under the Code. Under existing federal income tax laws, investment income and capital gains of the Variable Account are not taxed to the extent they are applied under a Contract. Protective Life does not anticipate that it will incur any federal income tax liability attributable to such income and gains of the Variable Account, and therefore does not intend to make provision for any such taxes. If Protective Life is taxed on investment income or capital gains of the Variable Account, then Protective Life may impose a charge against the Variable Account in order to make provision for such taxes.

TAXATION OF ANNUITIES IN GENERAL

Tax Deferral During Accumulation Period

Under existing provisions of the Code, except as described below, any increase in an Owner's Contract Value is generally not taxable to the Owner until received, either in the form of annuity payments as contemplated by the Contracts, or in some other form of distribution. However, this rule applies only if:

(1)  the investments of the Variable Account are "adequately diversified" in accordance with Treasury Department regulations;

(2)  the Company, rather than the Owner, is considered the owner of the assets of the Variable Account for federal income tax purposes; and

(3)  the Owner is an individual (or an individual is treated as the Owner for tax purposes).

Diversification Requirements

The Code and Treasury Department regulations prescribe the manner in which the investments of a segregated asset account, such as the Variable Account, are to be "adequately diversified." If the Variable Account fails to comply with these diversification standards, the Contract will not be treated as an annuity contract for federal income tax purposes and the Owner would generally be taxable currently on the excess of the Contact Value over the premiums paid for the Contract. Protective Life expects that the Variable Account, through the Funds, will comply with the diversification requirements prescribed by the Code and Treasury Department regulations.

Ownership Treatment

In certain circumstances, variable annuity contract owners may be considered the owners, for federal income tax purposes, of the assets of a segregated asset account, such as the Variable Account, used to support their contracts. In those circumstances, income and gains from the segregated asset account would be currently includable in the


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contract owners' gross income. The Internal Revenue Service (the "IRS") has stated in published rulings that a variable contract owner will be considered the owner of the assets of a segregated asset account if the owner possesses incidents of ownership in those assets, such as the ability to exercise investment control over the assets.

The ownership rights under the Contract are similar to, but differ in certain respects from, the ownership rights described in certain IRS rulings where it was determined that contract owners were not owners of the assets of a segregated asset account (and thus not currently taxable on the income and gains). For example, the Owner of this Contract has the choice of more investment options to which to allocate purchase payments and Variable Account values than were addressed in such rulings. These differences could result in the Owner being treated as the owner of the assets of the Variable Account and thus subject to current taxation on the income and gains from those assets. In addition, the Company does not know what standards will be set forth in any further regulations or rulings which the Treasury Department or IRS may issue. Protective Life therefore reserves the right to modify the Contract as necessary to attempt to prevent Contract Owners from being considered the owners of the assets of the Variable Account. However, there is no assurance such efforts would be successful.

Nonnatural Owner

As a general rule, Contracts held by "nonnatural persons" such as a corporation, trust or other similar entity, as opposed to a natural person, are not treated as annuity contracts for federal tax purposes. The income on such Contracts (as defined in the tax law) is taxed as ordinary income that is received or accrued by the Owner of the Contract during the taxable year. There are several exceptions to this general rule for nonnatural Owners. First, Contracts will generally be treated as held by a natural person if the nominal owner is a trust or other entity which holds the Contract as an agent for a natural person.

Thus, if a group Contract is held by a trust or other entity as an agent for certificate owners who are individuals, those individuals should be treated as owning an annuity for federal income tax purposes. However, this special exception will not apply in the case of any employer who is the nominal owner of a Contract under a non-qualified deferred compensation arrangement for its employees.

In addition, exceptions to the general rule for nonnatural Owners will apply with respect to:

(1)  Contracts acquired by an estate of a decedent by reason of the death of the decedent;

(2)  Certain Qualified Contracts;

(3)  Contracts purchased by employers upon the termination of certain Qualified Plans;

(4)  Certain Contracts used in connection with structured settlement agreements; and

(5)  Contracts purchased with a single purchase payment when the annuity starting date is no later than a year from purchase of the Contract and substantially equal periodic payments are made, not less frequently than annually, during the annuity period.

Delayed Annuity Dates

If the Contract's Annuity Date occurs (or is scheduled to occur) at a time when the Annuitant has reached an advanced age ( e.g. , past age 95), it is possible that the Contract would not be treated as an annuity for federal income tax purposes. In that event, the income and gains under the Contract could be currently includable in the Owner's income.

The remainder of this discussion assumes that the Contract will be treated as an annuity contract for federal income tax purposes.

Taxation of Withdrawals and Surrenders

In the case of a withdrawal, amounts you receive are generally includable in income to the extent your Contract Value before the surrender exceeds your "investment in the contract" (defined below). All amounts includable in income with respect to the Contract are taxed as ordinary income; no amounts are taxed at the special lower rates applicable to long term capital gains and corporate dividends. Amounts received under an automatic withdrawal plan are treated for tax purposes as withdrawals, not annuity payments. In the case of a surrender, amounts received are includable in income to the extent they exceed the "investment in the contract." For these purposes, the "investment in the contract" at any time equals the total of the Purchase Payments made under the Contract to that time (to the extent such payments were neither deductible when made nor excludable from income as, for example, in the case of certain


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contributions to Qualified Contracts) less any amounts previously received from the Contract which were not includable in income.

Withdrawals and surrenders may be subject to a 10% penalty tax. (See "Penalty Tax on Premature Distributions.") Withdrawals and surrenders may also be subject to federal income tax withholding requirements. (See "Federal Income Tax Withholding.")

Under the Waiver of Surrender Charges provision of the Contract, amounts we distribute may not be subject to surrender charges if you have a terminal illness or enter, for a period of at least 90 days, certain nursing home facilities. However, such distributions will still be treated as withdrawals for federal income tax purposes.

As described elsewhere in this prospectus, the Company assesses a fee with respect to the Maximum Anniversary Value death benefit. The Company also assesses a fee for determining whether it will allow an increased amount of SecurePay Withdrawals for certain medical conditions. It is possible that these fees (or some portion thereof) could be treated for federal tax purposes as a withdrawal from the Contract.

Taxation of Annuity Payments

Normally, the portion of each annuity income payment taxable as ordinary income equals the excess of the payment over the exclusion amount. In the case of variable income payments, the exclusion amount is the "investment in the contract" (defined above) you allocate to the variable Annuity Option when payments begin, adjusted for any period certain or refund feature, divided by the number of payments expected (as determined by Treasury Department regulations which take into account the Annuitant's life expectancy and the form of annuity benefit selected). In the case of fixed income payments, the exclusion amount is determined by multiplying (1) the payment by (2) the ratio of the investment in the contract you allocate to the fixed Annuity Option, adjusted for any period certain or refund feature, to the total expected amount of annuity income payments for the term of the Contract (determined under Treasury Department regulations).

Once the total amount of the investment in the contract is excluded using the above formulas, annuity income payments will be fully taxable. If annuity income payments cease because of the death of the Annuitant and before the total amount of the investment in the contract is recovered, the unrecovered amount generally will be allowed as a deduction.

There may be special income tax issues present in situations where the Owner and the Annuitant are not the same person and are not married to one another within the meaning of federal tax law. You should consult a tax adviser in those situations.

Annuity income payments may be subject to federal income tax withholding requirements. (See "Federal Income Tax Withholding.")

Tax Consequences of Protected Lifetime Income Benefits

Withdrawals, pledges, or gifts. In general, SecurePay and Protective Income Manager Withdrawals are treated for tax purposes as withdrawals. As described elsewhere, in the case of a withdrawal, an assignment or pledge of any portion of a Contract, or a transfer of the Contract without adequate consideration, the Owner will be required to include in income an amount determined by reference to the excess of his or her Contract Value ("cash surrender value" in the case of a transfer without adequate consideration) over the "investment in the contract" at the time of the transaction. If you purchase the SecurePay 5 or Protective Income Manager rider, the IRS may determine that the income in connection with such transactions should be determined by reference to the excess of the greater of (1) the AWA or Optimal Withdrawal Amount, as applicable, or (2) the Contract Value ("cash surrender value" in the case of a transfer without adequate consideration) over the "investment in the contract."

Annuity Payments. If the oldest Owner's or Annuitant's 95 th birthday occurs while the SecurePay 5 or Protective Income Manager rider is in effect, and we provide monthly payments equal to the greater of (1) the AWA or Optimal Withdrawal Amount, as applicable, divided by 12, and (2) payments under a life annuity with a 10 year certain period, we will treat such monthly payments as annuity income payments. Also, if the Contract Value is reduced to zero due to the deduction of fees and charges or a SecurePay 5 or Protective Income Manager Withdrawal, we will treat periodic payments made on or after the Annuity Date established under the SecurePay 5 or Protective Income Manager settlement as annuity income payments. As described above, annuity income payments are includable in gross income to the extent they exceed the exclusion amount. Once the total amount of the investment in the contract is excluded from income, annuity income payments will be fully taxable. It is possible that the total amount of the investment in the contract will be excluded from income as a result of withdrawals taken prior to the Annuity Date


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established under the SecurePay 5 or Protective Income Manager settlement, in which case all payments made on or after that date will be fully includable in income.

Taxation of Death Benefit Proceeds

Prior to the Annuity Date, we may distribute amounts from a Contract because of the death of an Owner or, in certain circumstances, the death of the Annuitant. Such death benefit proceeds are includable in income as follows:

(1)  if distributed in a lump sum, they are taxed in the same manner as a surrender, as described above; or

(2)  if distributed under an Annuity Option, they are taxed in the same manner as annuity income payments, as described above.

After the Annuity Date, if a guaranteed period exists under a life income Annuity Option and the Annuitant dies before the end of that period, payments we make to the Beneficiary for the remainder of that period are includable in income as follows:

(1)  if received in a lump sum, they are included in income to the extent that they exceed the unrecovered investment in the contract at that time; or

(2)  if distributed in accordance with the existing Annuity Option selected, they are fully excluded from income until the remaining investment in the contract is deemed to be recovered, and all annuity income payments thereafter are fully includable in income.

Proceeds payable on death may be subject to federal income tax withholding requirements. (See "Federal Income Tax Withholding.")

Assignments, Pledges, and Gratuitous Transfers

Other than in the case of Qualified Contracts (which generally cannot be assigned or pledged), any assignment or pledge of (or agreement to assign or pledge) any portion of the Contract Value is treated for federal income tax purposes as a surrender of such amount or portion. The investment in the contract is increased by the amount includable as income with respect to such assignment or pledge, though it is not affected by any other aspect of the assignment or pledge (including its release). If an Owner transfers a Contract without adequate consideration to a person other than the Owner's spouse (or to a former spouse incident to divorce), the Owner will be required to include in income the difference between the "cash surrender value" and the investment in the contract at the time of transfer. In such case, the transferee's "investment in the contract" will increase to reflect the increase in the transferor's income. The exceptions for transfers to the Owner's spouse (or to a former spouse) are limited to individuals that are treated as spouses under federal tax law.

Penalty Tax on Premature Distributions

Where we have not issued the Contract in connection with a Qualified Plan, there generally is a 10% penalty tax on the amount of any payment from the Contract ( e.g. withdrawals, surrenders, annuity payments, death benefit proceeds, assignments, pledges, and gratuitous transfers) that is includable in income unless the payment is:

(a)  received on or after the Owner reaches age 59 1 / 2 ;

(b)  attributable to the Owner's becoming disabled (as defined in the tax law);

(c)  made on or after the death of the Owner or, if the Owner is not an individual, on or after the death of the primary annuitant (as defined in the tax law);

(d)  made as part of a series of substantially equal periodic payments (not less frequently than annually) for the life (or life expectancy) of the Owner or the joint lives (or joint life expectancies) of the Owner and a designated beneficiary (as defined in the tax law); or

(e)  made under a Contract purchased with a single Purchase Payment when the annuity starting date is no later than a year from purchase of the Contract and substantially equal periodic payments are made, not less frequently than annually, during the annuity period.

Certain other exceptions to the 10% penalty tax not described herein also may apply. (Similar rules, discussed below, apply in the case of certain Qualified Contracts.)


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Aggregation of Contracts

In certain circumstances, the IRS may determine the amount of an annuity income payment or a surrender from a Contract that is includable in income by combining some or all of the annuity contracts a person owns that were not issued in connection with Qualified Plans. For example, if a person purchases a Contract offered by this Prospectus and also purchases at approximately the same time an immediate annuity issued by Protective Life (or its affiliates), the IRS may treat the two contracts as one contract. In addition, if a person purchases two or more deferred annuity contracts from the same insurance company (or its affiliates) during any calendar year, all such contracts will be treated as one contract for purposes of determining whether any payment that was not received as an annuity (including surrenders or withdrawals prior to the Annuity Date) is includable in income. The effects of such aggregation are not always clear; however, it could affect the amount of a surrender or withdrawal or an annuity payment that is taxable and the amount which might be subject to the 10% penalty tax described above.

Exchanges of Annuity Contracts

We may issue the Contract in exchange for all or part of another annuity contract that you own. Such an exchange will be tax free if certain requirements are satisfied. If the exchange is tax free, your investment in the Contract immediately after the exchange will generally be the same as that of the annuity contract exchanged, increased by any additional Purchase Payment made as part of the exchange. Your Contract Value immediately after the exchange may exceed your investment in the Contract. That excess may be includable in income should amounts subsequently be withdrawn or distributed from the Contract ( e.g. , as a withdrawal, surrender, annuity income payment, or death benefit).

If you exchange part of an existing contract for the Contract, and within 180 days of the exchange you receive a payment other than certain annuity payments ( e.g. , you make a withdrawal) from either contract, the exchange may not be treated as a tax free exchange. Rather, some or all of the amount exchanged into the Contract could be includible in your income and subject to a 10% penalty tax.

You should consult your tax advisor in connection with an exchange of all or part of an annuity contract for the Contract, especially if you may make a withdrawal from either contract within 180 days after the exchange.

Medicare Hospital Insurance Tax on Certain Distributions

Effective for tax years beginning after December 31, 2012, a Medicare hospital insurance tax of 3.8% will apply to some types of investment income. This tax will apply to all taxable distributions from nonqualified annuities. This tax only applies to taxpayers with "modified adjusted gross income" above $250,000 in the case of married couples filing jointly, $125,000 in the case of married couples filing separately, and $200,000 for all others. For more information regarding this tax and whether it may apply to you, please consult your tax advisor.

Loss of Interest Deduction Where Contract Is Held By or For the Benefit of Certain Nonnatural Persons

In the case of Contracts issued after June 8, 1997, to a nonnatural taxpayer (such as a corporation or a trust), or held for the benefit of such an entity, that entity's general interest deduction under the Code may be limited. More specifically, a portion of its otherwise deductible interest may not be deductible by the entity, regardless of whether the interest relates to debt used to purchase or carry the Contract. However, this interest deduction disallowance does not affect Contracts where the income on such Contracts is treated as ordinary income that the Owner received or accrued during the taxable year. Entities that are considering purchasing the Contract, or entities that will be Beneficiaries under a Contract, should consult a tax adviser.

QUALIFIED RETIREMENT PLANS

In General

The Contracts are also designed for use in connection with certain types of retirement plans which receive favorable treatment under the Code. Those who are considering the purchase of a Contract for use in connection with a Qualified Plan should consider in evaluating the suitability of the Contract, that the Contract with the Protective Income Manager requires a minimum initial Purchase Payment of at least $25,000. Numerous special tax rules apply to the participants in Qualified Plans and to Contracts used in connection with Qualified Plans. Therefore, we make no attempt in this prospectus to provide more than general information about use of the Contract with the various types of Qualified Plans. State income tax rules applicable to Qualified Plans and Qualified Contracts often differ from federal income tax rules, and this prospectus does not describe any of these differences. Those who intend to use the Contract in connection with Qualified Plans should seek competent advice.


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The tax rules applicable to Qualified Plans vary according to the type of plan and the terms and conditions of the plan itself. For example, for surrenders, automatic withdrawals, withdrawals, and annuity income payments under Qualified Contracts, there may be no "investment in the contract" and the total amount received may be taxable. Both the amount of the contribution that you and/or your employer may make, and the tax deduction or exclusion that you and/or your employer may claim for such contribution, are limited under Qualified Plans.

In the case of Qualified Contracts, special rules apply to the time at which distributions must commence and the form in which the distributions must be paid. For example, the length of any guarantee period may be limited in some circumstances to satisfy certain minimum distribution requirements under the Code. Furthermore, failure to comply with minimum distribution requirements applicable to Qualified Plans will result in the imposition of an excise tax. This excise tax generally equals 50% of the amount by which a minimum required distribution exceeds the actual distribution from the Qualified Plan. In the case of Individual Retirement Accounts or Annuities (IRAs), distributions of minimum amounts (as specified in the tax law) must generally commence by April 1 of the calendar year following the calendar year in which the Owner attains age 70 1 / 2 . In the case of certain other Qualified Plans, distributions of such minimum amounts must generally commence by the later of this date or April 1 of the calendar year following the calendar year in which the employee retires. The death benefit under your Contract, the PayStream Plus annuitization benefit, the benefits under the SecurePay rider, the benefits under the Protective Income Manager rider, and certain other benefits that the IRS may characterize as "other benefits" for purposes of the regulations under Code Section 401(a)(9), may increase the amount of the minimum required distribution that must be taken from your Contract.

There may be a 10% penalty tax on the taxable amount of payments from certain Qualified Contracts. There are exceptions to this penalty tax which vary depending on the type of Qualified Plan. In the case of an IRA, exceptions provide that the penalty tax does not apply to a payment:

(a)  received on or after the date the Owner reaches age 59 1 / 2 ;

(b)  received on or after the Owner's death or because of the Owner's disability (as defined in the tax law); or

(c)  made as part of a series of substantially equal periodic payments (not less frequently than annually) for the life (or life expectancy) of the Owner or for the joint lives (or joint life expectancies) of the Owner and his designated beneficiary (as defined in the tax law).

These exceptions generally apply to taxable distributions from other Qualified Plans (although, in the case of plans qualified under Section 401, exception "c" above for substantially equal periodic payments applies only if the Owner has separated from service). In addition, the penalty tax does not apply to certain distributions from IRAs which are used for qualified first time home purchases or for higher education expenses. You must meet special conditions to be eligible for these two exceptions to the penalty tax. Those wishing to take a distribution from an IRA for these purposes should consult their tax adviser. Certain other exceptions to the 10% penalty tax not described herein also may apply.

When issued in connection with a Qualified Plan, we will amend a Contract as generally necessary to conform to the requirements of the plan. However, Owners, Annuitants, and Beneficiaries are cautioned that the rights of any person to any benefits under Qualified Plans may be subject to the terms and conditions of the plans themselves, regardless of the terms and conditions of the Contract.

In addition, the Company shall not be bound by terms and conditions of Qualified Plans to the extent such terms and conditions contradict the Contract, unless the Company consents.

Following are brief descriptions of various types of Qualified Plans in connection with which the Company may issue a Contract.

Individual Retirement Accounts and Annuities

Section 408 of the Code permits eligible individuals to contribute to an individual retirement program known as an IRA. If you use this Contract in connection with an IRA, the Owner and Annuitant generally must be the same individual and generally may not be changed. IRAs are subject to limits on the amounts that may be contributed and deducted and on the time when distributions must commence. Also, subject to the direct rollover and mandatory withholding requirements (discussed below), you may "roll over" distributions from certain Qualified Plans on a tax-deferred basis into an IRA.

However, you may not use the Contract in connection with a "Coverdell Education Savings Account" (formerly known as an "Education IRA") under Section 530 of the Code, a "Simplified Employee Pension" under Section 408(k) of the Code, or a "Simple IRA" under Section 408(p) of the Code.


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Roth IRAs

Section 408A of the Code permits eligible individuals to contribute to a type of IRA known as a "Roth IRA." Roth IRAs are generally subject to the same rules as non-Roth IRAs, but differ in several respects. Among the differences is that, although contributions to a Roth IRA are not deductible, "qualified distributions" from a Roth IRA will be excludable from income.

A qualified distribution is a distribution that satisfies two requirements. First, the distribution must be made in a taxable year that is at least five years after the first taxable year for which a contribution to any Roth IRA established for the Owner was made. Second, the distribution must be either (1) made after the Owner attains the age of 59 1 / 2 ; (2) made after the Owner's death; (3) attributable to the Owner being disabled; or (4) a qualified first-time homebuyer distribution within the meaning of Section 72(t)(2)(F) of the Code. In addition, distributions from Roth IRAs need not commence when the Owner attains age 70 1 / 2 . A Roth IRA may accept a "qualified rollover contribution" from a (1) non-Roth IRA, (2) a "designated Roth account" maintained under a Qualified Plan, and (3) certain Qualified Plans of eligible individuals. Special rules apply to rollovers to Roth IRAs from Qualified Plans and from designated Roth accounts under Qualified Plans. You should seek competent advice before making such a rollover.

IRA to IRA Rollovers and Transfers

A rollover contribution is a tax-free movement of amounts from one IRA to another within 60 days after you receive the distribution. In particular, a distribution from a non-Roth IRA generally may be rolled over tax-free within 60 days to another non-Roth IRA, and a distribution from a Roth IRA generally may be rolled over tax-free within 60 days to another Roth IRA. A distribution from a Roth IRA may not be rolled over (or transferred) tax-free to a non-Roth IRA.

A rollover from any one of your IRAs (including IRAs you have with another company) with another IRA is allowed only once within a one-year period. This limitation applies on an aggregate basis and applies to all types of your IRAs, meaning that you cannot make an IRA to IRA rollover if you have made such a rollover involving any of your IRAs in the preceding one-year period. For example, a rollover between your Roth IRAs would preclude a separate rollover within the one-year period between your non-Roth IRAs, and vice versa. The one-year period begins on the date that you receive the IRA distribution, not the date it is rolled over into another IRA.

If the IRA distribution does not satisfy the rollover rules, it may be (1) taxable in the year distributed, (2) subject to a 10% tax on early distributions, and (3) treated as a regular contribution to the recipient IRA, which could result in an excess contribution.

If you inherit an IRA from your spouse, you generally can roll it over into an IRA established for you, or you can choose to make the inherited IRA your own. If you inherited an IRA from someone other than your spouse, you cannot roll it over, make it your own, or allow it to receive rollover contributions.

A rollover from one IRA to another is different from a direct trustee-to-trustee transfer of your IRA assets from one IRA trustee to another IRA trustee. A "trustee-to-trustee" transfer is not considered a rollover and is not subject to the 60-day rollover requirement or the one rollover per year rule. In addition, a rollover between IRAs is different from direct rollovers from certain Qualified Plans to non-Roth IRAs and "qualified rollover contributions" to Roth IRAs.

Pension and Profit-Sharing Plans

Section 401(a) of the Code permits employers to establish various types of tax-favored retirement plans for employees. The Self-Employed Individuals' Tax Retirement Act of 1962, as amended, commonly referred to as "H.R. 10" or "Keogh," permits self-employed individuals also to establish such tax-favored retirement plans for themselves and their employees. Such retirement plans may permit the purchase of the Contract in order to provide benefits under the plans. These types of plans may be subject to rules under Sections 401(a)(11) and 417 of the Code that provide rights to a spouse or former spouse of a participant. In such a case, the participant may need the consent of the spouse or former spouse to change annuity options, to elect a partial automatic withdrawal option, or to make a partial or full surrender of the Contract.

Pension and profit sharing plans are subject to nondiscrimination rules. The nondiscrimination rules generally require that benefits, rights or features of the plan not discriminate in favor of highly compensated employees. In evaluating whether the Contract is suitable for purchase in connection with such a plan, you should consider the effect of the minimum initial Purchase Payment of at least $25,000 in certain circumstances on the plan's compliance with applicable nondiscrimination requirements. You should also consider the extent to which other aspects of the Contract, e.g. , that the Annual Contract Maintenance Fee is waived for Contract Values that are greater than $100,000, may affect the plan's compliance with the nondiscrimination requirements. Violation of these rules can


79



cause loss of the plan's tax favored status under the Code. Employers intending to use the Contract in connection with such plans should seek competent advice.

Section 403(b) Annuity Contracts

Protective Life does not issue Contracts under Section 403(b) of the Code ( i.e. , tax sheltered annuities or "TSAs").

Deferred Compensation Plans of State and Local Governments and Tax-Exempt Organizations.

Section 457 of the Code permits employees of state and local governments and tax-exempt organizations to defer a portion of their compensation without paying current taxes. The employees must be participants in an eligible deferred compensation plan. Generally, a Contract purchased by a state or local government or a tax-exempt organization under a Section 457 plan will not be treated as an annuity contract for federal income tax purposes. The Contract will be issued in connection with a Section 457 deferred compensation plan sponsored by a state or local government only if the plan has established a trust to hold plan assets, including the Contract.

Protected Lifetime Income Benefits

The Company offers for an additional charge two optional Protected Lifetime Income Benefit riders — the SecurePay 5 rider and the Protective Income Manager rider (collectively, the "PLIB riders"). As noted above, Qualified Plans are subject to numerous special requirements and there is no authoritative guidance from the IRS on the effects on a Qualified Plan of the purchase of a benefit such as the PLIB riders. Plan fiduciaries should consult a tax advisor before purchasing a Qualified Contract with a PLIB rider because the purchase of a PLIB rider could affect the qualification of the Contract and/or the Qualified Plan associated with the Contract. For example, it is unclear whether a PLIB rider is part of the "balance of the employee's account" within the meaning of Code Section 411(a)(7), and, if so, whether a discontinuance or adjustment in PLIB coverage (such as upon the participant taking an "excess" withdrawal, or reallocating to another investment option within the plan) can result in an impermissible forfeiture under Code Section 411(a). In addition, certain Qualified Plans are subject to nondiscrimination rules. The non-discrimination rules generally require that benefits, rights or features of the plan not discriminate in favor of highly compensated individuals. In evaluating whether the Contract with a Protective Income Manager rider is suitable for purchase in connection with such a plan, plan fiduciaries should consider among other things the effect of the minimum initial purchase payment of $25,000 on the plan's compliance with the nondiscrimination requirements. In addition certain types of Qualified Plans, such as a profit sharing plan under Section 401(a) of the Code, must comply with certain qualified joint and survivor annuity rules ("QJSA rules") if a participant elects to receive a life annuity. The manner in which the QJSA rules apply to the PLIB riders is unclear. For example, it is unclear what actions under a PLIB rider could be viewed as the election of a life annuity triggering certain spousal consent requirements. Noncompliance with the QJSA rules could affect the qualification of the Qualified Plan associated with your Contract. There may be other aspects of the PLIB riders that could affect a Qualified Plan's tax status which are not discussed here.

Direct Rollovers

If your Contract is used in connection with a pension or profit-sharing plan qualified under Section 401(a) of the Code, or is used with an eligible deferred compensation plan that has a government sponsor and that is qualified under Section 457(b) of the Code, any "eligible rollover distribution" from the Contract will be subject to direct rollover and mandatory withholding requirements. An eligible rollover distribution generally is any taxable distribution from a qualified pension plan under Section 401(a) of the Code, or an eligible Section 457(b) deferred compensation plan that has a government sponsor, excluding certain amounts (such as minimum distributions required under Section 401(a)(9) of the Code, distributions which are part of a "series of substantially equal periodic payments" made for life or a specified period of 10 years or more, or hardship distributions as defined in the tax law).

Under these requirements, federal income tax equal to 20% of the eligible rollover distribution will be withheld from the amount of the distribution. Unlike withholding on certain other amounts distributed from the Contract, discussed below, you cannot elect out of withholding with respect to an eligible rollover distribution. However, this 20% withholding will not apply if, instead of receiving the eligible rollover distribution, you elect to have it directly transferred to certain eligible retirement plans (such as an IRA). Prior to receiving an eligible rollover distribution, you will receive a notice (from the plan administrator or the Company) explaining generally the direct rollover and mandatory withholding requirements and how to avoid the 20% withholding by electing a direct transfer.


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FEDERAL INCOME TAX WITHHOLDING

In General

Protective Life will withhold and remit to the federal government a part of the taxable portion of each distribution made under a Contract unless the distributee notifies Protective Life at or before the time of the distribution that he or she elects not to have any amounts withheld. In certain circumstances, Protective Life may be required to withhold tax. The withholding rates applicable to the taxable portion of periodic annuity payments (other than eligible rollover distributions) are the same as the withholding rates generally applicable to payments of wages. In addition, a 10% withholding rate applies to the taxable portion of non-periodic payments (including surrenders prior to the Annuity Date) and conversions of, or rollovers from, non-Roth IRAs and Qualified Plans to Roth IRAs. Regardless of whether you elect not to have federal income tax withheld, you are still liable for payment of federal income tax on the taxable portion of the payment. As discussed above, the withholding rate applicable to eligible rollover distributions is 20%.

Nonresident Aliens and Foreign Corporations

The discussion above provides general information regarding federal withholding tax consequences to annuity contract purchasers or beneficiaries that are U.S. citizens or residents. Purchasers or beneficiaries that are not U.S. citizens or residents will generally be subject to U.S. federal withholding tax on taxable distributions from annuity contracts at a 30% rate, unless a lower treaty rate applies. Prospective purchasers that are not U.S. citizens or residents are advised to consult with a tax advisor regarding federal tax withholding with respect to the distributions from a Contract.

FATCA Withholding

If the payee of a distribution from the Contract is a foreign financial institution ("FFI") or a non-financial foreign entity ("NFFE") within the meaning of the Code as amended by the Foreign Account Tax Compliance Act ("FATCA"), the distribution could be subject to U.S. federal withholding tax on the taxable amount of the distribution at a 30% rate irrespective of the status of any beneficial owner of the Contract or the distribution. The rules relating to FATCA are complex, and a tax advisor should be consulted if an FFI or NFFE is or may be designated as a payee with respect to the Contract.

GENERAL MATTERS

Error in Age or Gender

When a benefit of the Contract is contingent upon any person's age or gender, we may require proof of such. We may suspend payments until we receive proof. When we receive satisfactory proof, we will make the payments which were due during the period of suspension. Where the use of unisex mortality rates is required, we will not determine or adjust benefits based upon gender.

If after we receive proof of age and gender (where applicable), we determine that the information you furnished was not correct, we will adjust any benefit under this Contract to that which would be payable based upon the correct information. If we have underpaid a benefit because of the error, we will make up the underpayment in a lump sum. If the error resulted in an overpayment, we will deduct the amount of the overpayment from any current or future payment due under the Contract. We will deduct up to the full amount of any current or future payment until the overpayment has been fully repaid.

Underpayments and overpayments will bear interest at an annual effective interest rate of 3% when permitted by the state of issue.

Incontestability

We will not contest the Contract.

Non-Participation

The Contract is not eligible for dividends and will not participate in Protective Life's surplus or profits.


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Assignment or Transfer of a Contract

You have the right to assign or transfer a Contract if it is permitted by law. Generally, you do not have the right to assign or transfer a Qualified Contract. We do not assume responsibility for any assignment or transfer. Any claim made under an assignment or transfer is subject to proof of the nature and extent of the assignee's or transferee's interest before we make a payment. Assignments and transfers have federal income tax consequences. An assignment or transfer may result in the Owner recognizing taxable income. (See "Taxation of Annuities in General, Assignments, Pledges and Gratuitous Transfers" in the prospectus.)

Notice

All instructions and requests to change or assign the Contract must be in writing in a form acceptable to us, signed by the Owner(s), and received at our Administrative Office. The instruction, change or assignment will relate back to and take effect on the date it was signed, except we will not be responsible for following any instruction or making any change or assignment before we receive it.

Modification

No one is authorized to modify or waive any term or provision of this Contract unless we agree to the modification or waiver in writing and it is signed by our President, Vice-President or Secretary. We reserve the right to change or modify the provisions of this Contract to conform to any applicable laws, rules or regulations issued by a government agency, or to assure continued qualification of the Contract as an annuity contract under the Code. We will send you a copy of the endorsement that modifies the Contract, and where required we will obtain all necessary approvals, including that of the Owner(s).

Reports

At least annually prior to the Annuity Date, we will send to you at the address contained in our records a report showing the current Contract Value and any other information required by law.

Settlement

Benefits due under this Contract are payable from our Administrative Office. You may apply the settlement proceeds to any payout option we offer for such payments at the time you make the election. Unless directed otherwise in writing, we will make payments according to the Owner's instructions as contained in our records at the time we make the payment. We shall be discharged from all liability for payment to the extent of any payments we make.

Receipt of Payment

If any Owner, Annuitant, Beneficiary or Payee is incapable of giving a valid receipt for any payment, we may make such payment to whomever has legally assumed his or her care and principal support. Any such payment shall fully discharge us to the extent of that payment.

Protection of Proceeds

To the extent permitted by law and except as provided by an assignment, no benefits payable under this Contract will be subject to the claims of creditors.

Minimum Values

The values available under the Contract are at least equal to the minimum values required in New York.

Application of Law

The provisions of the Contract are to be interpreted in accordance with the laws of the state of New York, with the Code and with applicable regulations.

No Default

The Contract will not be in default if subsequent Purchase Payments are not made.


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DISTRIBUTION OF THE CONTRACTS

Distribution

We have entered into an agreement with Investment Distributors, Inc. ("IDI") under which IDI has agreed to distribute the Contracts on a "best efforts" basis. Under the agreement, IDI serves as principal underwriter (as defined under Federal securities laws and regulations) for the Contracts. IDI is a Tennessee corporation and was established in 1993. IDI, a wholly-owned subsidiary of PLC, is an affiliate of and shares the same address as Protective Life. IDI is registered with the SEC under the Securities Exchange Act of 1934 as a broker-dealer and is a member of the Financial Industry Regulatory Authority ("FINRA").

IDI does not sell Contracts directly to purchasers. IDI, together with Protective Life, enters into distribution agreements with other broker-dealers, including ProEquities, Inc., an affiliate of Protective Life and IDI, (collectively, "Selling Broker-Dealers") for the sale of the Contracts. Registered representatives of the Selling Broker-Dealers sell the Contracts directly to purchasers. Registered representatives of the Selling Broker-Dealers must be licensed as insurance agents by applicable state insurance authorities and appointed as agents of Protective Life in order to sell the Contracts.

We pay commissions and additional asset-based compensation to Selling Broker-Dealers through IDI. IDI does not retain any commission payment or other amounts as principal underwriter for the Contracts. However, we may pay some or all of IDI's operating and other expenses.

We paid the following aggregate dollar amounts to IDI in commissions and additional asset-based compensation relating to sales of our other variable annuity contracts. The commission and additional asset-based sales compensation figures below do not reflect commissions or additional asset-based sales compensation paid in connection with sales of the Contracts since sales of the Contracts had not commenced prior to the date of this Prospectus. IDI did not retain any of these amounts.

Fiscal Year Ended

 

Amount Paid to IDI

 

December 31, 2012

 

$

4,361,866

   

December 31, 2013

 

$

4,273,804

   
December 31, 2014  

$

1,437,132

   

We offer the Contract on a continuous basis. While we anticipate continuing to offer the Contracts, we reserve the right to discontinue the offering at any time.

Selling Broker-Dealers

We pay commissions and may provide some form of non-cash compensation to all Selling Broker-Dealers in connection with the promotion and sale of the Contracts. A portion of any payments made to Selling Broker-Dealers may be passed on to their registered representatives in accordance with their internal compensation programs. We may use any of our corporate assets to pay commissions and other costs of distributing the Contracts, including any profit from the mortality and expense risk charge or other fees and charges imposed under the Contracts. Commissions and other incentives or payments described below are not charged directly to Contract owners or the Variable Account. We intend to recoup commissions and other sales expenses through fees and charges deducted under the Contracts or from our general account.

Compensation Paid to All Selling Broker-Dealers. We pay commissions as a percentage of initial and subsequent Purchase Payments at the time we receive them, as a percentage of Contract Value on an ongoing basis, or a combination of both. While the amount and timing of commissions may vary depending on the distribution agreement, we do not expect them to exceed 8% of any Purchase Payment (if compensation is paid as a percentage of Purchase Payments) and/or 1.0% annually of average Contract Value (if compensation is paid as a percentage of Contract Value). In the normal course of business, we may also provide non-cash compensation in connection with the promotion of the Contracts, including conferences and seminars (including travel, lodging and meals in connection therewith), and items of relatively small value, such as promotional gifts, meals, or tickets to sporting or entertainment events.

The registered representative who sells you the Contract typically receives a portion of the compensation we pay to his or her Selling Broker-Dealer, depending on the agreement between the Selling Broker-Dealer and your registered representative and the Selling Broker-Dealer's internal compensation program. These programs may include other types of cash and non-cash compensation and other benefits. If you would like information about what your registered representative and the Selling Broker-Dealer for whom he or she works may receive in connection with your purchase of a Contract, please ask your registered representative.


83



Additional Compensation Paid to Selected Selling Broker-Dealers. In addition to ordinary commissions and non-cash compensation, we may pay additional asset-based compensation to selected Selling Broker-Dealers. These payments are made through IDI. These payments may be (1) additional amounts as a percentage of purchase payments and/or premiums we receive on our variable insurance products (including the Contracts), and (2) additional "trail" commissions, which are periodic payments as a percentage of the contract and policy values or variable account values of our variable insurance products (including Contract Values and Variable Account values of the Contracts). Some or all of these additional asset-based compensation payments may be conditioned upon the Selling Broker-Dealer producing a specified amount of new purchase payments and/or premiums (including Purchase Payments for the Contracts) and/or maintaining a specified amount of contract and policy value (including Contract Values of the Contracts) with us.

The Selling Broker-Dealers to whom we pay additional asset-based compensation may provide preferential treatment with respect to our products (including the Contracts) in their marketing programs. Preferential treatment of our products by a Selling Broker-Dealer may include any or all of the following: (1) enhanced marketing of our products over non-preferred products; (2) increased access to the Selling Broker-Dealer's registered representatives; and (3) payment of higher compensation to registered representatives for selling our products (including the Contracts) than for selling non-preferred products.

In 2014, we paid additional asset-based compensation to the Selling Broker-Dealers Edward Jones, UBS, Allstate, ProEquities, Essex National Securities, Inc., AIG Advisor Group, LPL Financial, Raymond James, NFP Securities, Stifel Nicolaus & Company, Investment Professionals, Inc., CUSO Financial Services and BBVA Compass Investment Solutions, Inc. in connection with the sale of our other variable insurance products. Some of these payments were substantial.

These additional asset-based compensation arrangements are not offered to all Selling Broker-Dealers. These arrangements are designed to specially encourage the sale of our products (and/or our affiliates' products) by such Selling Broker-Dealers. The prospect of receiving, or the receipt of, additional asset-based compensation may provide Selling Broker-Dealers and/or their registered representatives with an incentive to favor sales of our variable insurance products (including the Contracts) over other variable insurance products (or other investments) with respect to which a Selling Broker-Dealer does not receive additional compensation, or receives lower levels of additional compensation. You may wish to take such payment arrangements into account when considering and evaluating any recommendation relating to the Contracts. If you would like information about what your registered representative and the Selling Broker-Dealer for whom he or she works may receive in connection with your purchase of a Contract, please ask your registered representative.

We may also pay to selected Selling Broker-Dealers, including those listed above as well as others, additional compensation in the form of (1) payments for participation in meetings and conferences that include presentations about our products (including the Contracts), and (2) payments to help defray the costs of sales conferences and educational seminars for the Selling Broker-Dealers' registered representatives.

Arrangements with Affiliated Selling Broker-Dealer. In addition to the ordinary commissions and non-cash compensation that we pay to all Selling Broker-Dealers, including ProEquities, Inc., we or our parent company, Protective Life Corporation, pay some of the operating and other expenses of ProEquities, Inc., such as paid-in-capital and certain overhead expenses. Additionally, employees of ProEquities, Inc. may be eligible to participate in various employee benefit plans offered by Protective Life Corporation.

Inquiries

You may make inquiries regarding a Contract by writing to Protective Life at its Administrative Office.

LEGAL PROCEEDINGS

Protective Life and its subsidiaries, like other insurance companies, in the ordinary course of business are involved in some class action and other lawsuits, or alternatively in arbitration. In some class action and other lawsuits involving insurance companies, substantial damages have been sought and material settlement payments have been made. Although the outcome of any litigation or arbitration cannot be predicted, Protective Life believes that at the present time there are no pending or threatened lawsuits that are reasonably likely to have a material adverse impact on IDI's, Protective Life's or the Variable Account's financial position. We are currently being audited on behalf of multiple states' treasury and controllers' offices for compliance with laws and regulations concerning the identification, reporting, and escheatment of unclaimed benefits or abandoned funds. The audits focus on insurance company processes and procedures for identifying unreported death claims, and their use of the Social Security Master Death File to identify deceased insureds and contract owners. In addition, we are the subject of multiple state Insurance


84



Department inquiries and a multistate market conduct examination with a similar focus on the handling of unreported claims and abandoned property. The audits and related examination activity may result in additional payments to beneficiaries, escheatment of funds deemed abandoned, administrative penalties, and changes in our procedures for the identification of unreported claims and handling of escheatable property. We do not believe that any regulatory actions or agreements that result from these examinations will have a material adverse impact on the separate account, on IDI's ability to perform under its principal underwriting agreement, or on our ability to meet our obligations under the Contract.

CYBER-SECURITY RISKS

Our variable product business is highly dependent upon the effective operation of our computer systems and those of our business partners, so that our business is potentially susceptible to operational and information security risks resulting from a cyber-attack. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, denial of service on our website and other operational disruption and unauthorized release of confidential Owner information. Cyber-attacks affecting us, the Funds, intermediaries and other affiliated or third-party service providers may adversely affect us and your Contract Value. For instance, cyber-attacks may interfere with our processing of Contract transactions, including the processing of transfer orders from our website or with the Funds, impact our ability to calculate Accumulation Unit values, cause the release and possible destruction of confidential Owner or business information, impede order processing, subject us and/or our service providers and intermediaries to regulatory fines and financial losses and/or cause reputational damage. Cyber-security risks may also impact the issuers of securities in which the Funds invest, which may cause the Funds underlying your Contract to lose value. There can be no assurance that we or the Funds or our service providers will avoid losses affecting your Contract due to cyber-attacks or information security breaches in the future.

VOTING RIGHTS

In accordance with its view of applicable law, Protective Life will vote the Fund shares held in the Variable Account at special shareholder meetings of the Funds in accordance with instructions received from persons having voting interests in the corresponding Sub-Accounts. If, however, the 1940 Act or any regulation thereunder should be amended, or if the present interpretation thereof should change, or Protective Life determines that it is allowed to vote such shares in its own right, it may elect to do so.

The number of votes available to an Owner will be calculated separately for each Sub-Account of the Variable Account, and may include fractional votes. The number of votes attributable to a Sub-Account will be determined by applying an Owner's percentage interest, if any, in a particular Sub-Account to the total number of votes attributable to that Sub-Account. An Owner holds a voting interest in each Sub-Account to which that Owner has allocated Accumulation Units or Annuity Units. Before the Annuity Date, the Owner's percentage interest, if any, will be percentage of the dollar value of Accumulation Units allocated for his or her Contract to the total dollar value of that Sub-Account. On or after the Annuity Date, the Owner's percentage interest, if any, will be percentage of the dollar value of the liability for future variable income payments to be paid from the Sub-Account to the total dollar value of that Sub-Account. The liability for future payments is calculated on the basis of the mortality assumptions, (if any), the Assumed Investment Return and the Annuity Unit Value of that Sub-Account. Generally, as variable income payments are made to the payee, the liability for future payments decreases as does the number of votes.

The number of votes which are available to the Owner will be determined as of the date coincident with the date established by the Fund for determining shareholders eligible to vote at the relevant meeting of that Fund. Voting instructions will be solicited by written communication prior to such meeting in accordance with procedures established by the Fund.

It is important that each Owner provide voting instructions to Protective Life because shares as to which no timely instructions are received and shares held by Protective Life in a Sub-Account as to which no Owner has a beneficial interest will be voted in proportion to the voting instructions which are received with respect to all Contracts participating in that Sub-Account. As a result, a small number of Owners may control the outcome of a vote. Voting instructions to abstain on any item to be voted upon will be applied to reduce the votes eligible to be cast on that item.

Protective Life will send or make available to each person having a voting interest in a Sub-Account proxy materials, reports, and other material relating to the appropriate Fund.


85



FINANCIAL STATEMENTS

The audited statement of assets and liabilities of the Variable Annuity Account A of Protective Life as of December 31, 2014 and the related statement of operations for the year then ended and the statements of changes in net assets for the years ended December 31, 2014 and 2013 as well as the Report of Independent Registered Public Accounting Firm are contained in the Statement of Additional Information.

The statutory financial statements of Protective Life as of December 31, 2014 and 2013 and the related statutory statements of operations, changes in capital and surplus, and cash flows for each of the two years then ended as well as the Report of Independent Auditors are contained in the Statement of Additional Information.


86




STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

   

Page

 

SAFEKEEPING OF ACCOUNT ASSETS

   

1

   

STATE REGULATION

   

1

   

RECORDS AND REPORTS

   

1

   

LEGAL MATTERS

   

1

   

EXPERTS

   

1

   

OTHER INFORMATION

   

2

   

FINANCIAL STATEMENTS

   

2

   


87




  APPENDIX A
DEATH BENEFIT CALCULATION EXAMPLES

The purpose of the following examples is to illustrate the Return of Purchase Payments and Maximum Anniversary Value Death Benefits when the SecurePay 5 rider has been elected and when no SecurePay 5 rider has been elected. Each example is based on hypothetical Contract Values and transactions and assumes hypothetical positive and negative investment performance of the Variable Account. The examples reflect the deduction of fees and charges. The examples are not representative of past or future performance and are not intended to project or predict future investment results. There is, of course, no assurance that the Variable Account will experience positive investment performance. Actual results may be higher or lower.

Example of Death Benefit Calculation — Return of Purchase Payments Death Benefit When Owning the SecurePay 5 Rider

Assumptions:

•  Owner is 60 years old on the Issue Date (1/1/2014)

•  Selected Return of Purchase Payments Death Benefit at the time of Contract purchase

•  Purchased the SecurePay 5 Rider

•  Elected Single Life Coverage under the SecurePay Rider

•  Set the Benefit Election Date on 11/30/2018 and began taking SecurePay Withdrawals

•  Owner passed away on 7/1/2019

Transaction
Date
  Hypothetical
Transaction
Type
  Contract
Value
Before
Transaction
  Purchase
Payments
  Net
Withdrawals
  Hypothetical
Contract
Value
  Benefit
Base
  Return of
Adjusted
Withdrawal
Amount
  Purchase
Payments
Death
Benefit
 
1/1/14  

Contract Issue

   

N/A

     

100,000

(A)

   

     

100,000

     

100,000

     

     

100,000

   
1/1/15  

Anniversary

   

120,000

(B)

           

     

120,000

     

120,000

     

     

120,000

   
1/1/16  

Anniversary

   

130,000

     

     

     

130,000

     

130,000

     

     

130,000

   
4/1/16  

Withdrawal

   

125,000

     

     

25,000

(C)

   

100,000

(D)

   

104,000

     

20,000

(E)

   

100,000

(F)    
1/1/17  

Anniversary

   

103,000

     

     

     

103,000

     

109,200

     

     

103,000

   
1/1/18  

Anniversary

   

111,000

     

     

     

111,000

     

114,660

     

     

111,000

   
10/1/18
  Purchase
Payment
  85,000
  80,000

(G)

 
  165,000
  114,660
 
  165,000
 
11/30/18  

SecurePay WD

   

155,000

     

     

5,733

(H)

   

149,267

     

114,660

     

5,918

(I)

   

154,082

(J)    
1/1/19  

SecurePay WD

   

152,500

             

5,733

(K)

   

146,767

     

114,660

     

5,792

     

148,290

   
3/31/19
  Excess
Withdrawal
  160,000
 
  16,000

(L)

  144,000
  103,194
  14,829

(M)

  144,000

(N)

 
7/1/19  

Owner Death

   

135,000

(O)

   

     

     

135,000

     

103,194

             

135,000

(P)    

(A)   Contract is issued with a Purchase Payment of $100,000.

(B)   This column shows the Contract Values before any of the noted transactions occur. In this case the Contract Value is $120,000.

(C)   A withdrawal of $25,000 (including applicable surrender charges) is made. This withdrawal is made before the SecurePay rider's Benefit Election Date.

(D)   $100,000 = $125,000 – $25,000.

(E)   The "Adjusted Withdrawal Amount" is used to adjust the Return of Purchase Payments (ROP) Death Benefit for withdrawals. The ROP Death Benefit is adjusted on a pro-rata basis for all withdrawals, so the Adjusted Withdrawal Amount is based on the sum of the prior Purchase Payments less prior Adjusted Withdrawal Amounts, reduced for the percentage reduction in account value from the withdrawal. Because the sum of prior Purchase Payments less prior Adjusted Withdrawal Amounts at the time of withdrawal is $100,000, the adjusted withdrawal amount is $20,000 = $25,000 / $125,000 * 100,000.


A-1



(F)   The Return of Purchase Payments Death Benefit is the greater of Contract Value or aggregate Purchase Payments less the Adjusted Withdrawal Amounts. $100,000 = the greater of $100,000 or $80,000 ($100,000 – $20,000), respectively.

(G)   A Purchase Payment of $80,000 is made on 10/1/2018.

(H)   The SecurePay Benefit Election Date is set on 11/30/2018, and the first SecurePay Withdrawal of $5,733 is taken. This amount is equal to the Annual Withdrawal Amount for this Contract Year. For this example assume the Maximum Withdrawal Percentage is 5%. $5,733 = $114,660 * 5%.

(I)   Because the sum of prior Purchase Payments less prior Adjusted Withdrawal Amounts at the time of withdrawal is $160,000, the Adjusted Withdrawal Amount is $5,918 = $5,733 / $155,000 * $160,000.

(J)   The Return of Purchase Payments Death Benefit is greater of Contract Value or aggregate Purchase Payments less the Adjusted Withdrawal Amounts. $154,082 = the greater of $149,267 or $154,082 ($100,000 + $80,000 – $20,000 – $5,918) respectively.

(K)   Another SecurePay withdrawal of $5,733 is made on 1/1/2019.

(L)   An Excess Withdrawal under the SecurePay rider of $16,000 is made on 3/31/2019.

(M)   The adjustment for each Excess Withdrawal under the SecurePay 5 rider is the amount that reduces the death benefit at the time of withdrawal in the same proportion that the amount withdrawn (including surrender charges) reduces the Contract Value. Assuming the death benefit at the time of withdrawal is $148,290, the Adjusted Withdrawal Amount is $14,829 = $16,000 / $160,000 * $148,290.

(N)   The Return of Purchase Payments Death Benefit is the greater of Contract Value or aggregate Purchase Payments less the Adjusted Withdrawal Amounts. $144,000 = the greater of $144,000 or $133,461 ($100,000 + $80,000 – $20,000 – $5,918 – $5,792 – $14,829), respectively.

(O)   The Owner dies on 7/1/2019 and the Contract Value at that time has declined to $135,000.

(P)   The Return of Purchase Payments Death Benefit is the greater of Contract Value or aggregate Purchase Payments less the Adjusted Withdrawal Amounts. $135,000 = the greater of $135,000 or $133,461 ($100,000 + $80,000 – $20,000 – $5,918 – $5,792 – $14,829), respectively


A-2



Example of Death Benefit Calculation — Maximum Anniversary Value Death Benefit When Owning the SecurePay5 Rider

Assumptions:

•  Owner is 60 years old on the Issue Date (1/1/2014)

•  Purchased Maximum Anniversary Value Death Benefit at the time of Contract purchase

•  Purchased the SecurePay5 Rider

•  Elected Single Life Coverage under the SecurePay5 Rider

•  Set the Benefit Election Date on 11/30/2018 and began taking SecurePay Withdrawals

•  Owner passed away on 7/1/2019

Transaction
Date
  Transaction
Type
  Hypothetical
Contract
Value
Before
Transaction
  Purchase
Payments
  Net
Withdrawals
  Hypothetical
Contract
Value
  Benefit
Base
  Adjusted
Withdrawal
Amount
  Anniversary
Value
  Maximum
Anniversary
Value
Death
Benefit
 
1/1/14  

Contract Issue

   

N/A

     

100,000

(A)

   

N/A

     

100,000

     

100,000

     

     

100,000

           
1/1/15  

Anniversary

   

120,000

(B)

           

     

120,000

     

120,000

     

     

142,300

           
1/1/16  

Anniversary

   

130,000

     

     

     

130,000

     

130,000

     

     

152,300

           
4/1/16  

Withdrawal

   

125,000

     

     

25,000

(C)

   

100,000

(D)

   

104,000

     

26,000

(E)

                 
1/1/17  

Anniversary

   

103,000

     

     

     

103,000

     

109,200

     

     

151,300

           
1/1/18  

Anniversary

   

111,000

     

     

     

111,000

     

114,660

     

     

159,300

(F)

         
10/1/18
  Purchase
Payment
  85,000
  80,000

(G)

 
  165,000
  114,660
 
                 
11/30/18  

SecurePay WD

   

155,000

     

     

5,733

(H)

   

149,267

     

114,660

     

7,065

(I)

   

123,300

(J)

     

 
1/1/19  

SecurePay WD

   

152,500

             

5,733

(K)

   

146,767

     

114,660

     

6,915

(L)

   

127,865

           
3/31/19
  Excess
Withdrawal
  160,000
 
  16,000

(M)

  144,000
  103,194
  17,720

(N)

                 
7/1/19  

Owner Death

   

135,000

(O)

   

     

     

135,000

     

103,194

                     

159,300

(P)    

(A)   Contract is issued with a Purchase Payment of $100,000.

(B)   This column shows the Contract Values before any of the noted transactions occur. In this case the Contract Value is $120,000.

(C)   A withdrawal of $25,000 (including applicable surrender charges) is made. This withdrawal is made before the SecurePay rider's Benefit Election Date.

(D)   $100,000 = $125,000 – $25,000.

(E)   The "Adjusted Withdrawal Amount" is used to adjust the Maximum Anniversary Value (MAV) Death Benefit for withdrawals. The MAV Death Benefit is adjusted on a pro-rata basis for all withdrawals, so the Adjusted Withdrawal Amount is based on the death benefit immediately prior to withdrawal, reduced for the percentage reduction in account value from the withdrawal. Assuming the death benefit at the time of withdrawal is $130,000, the adjusted withdrawal amount is $26,000 = $25,000 / $125,000 * 130,000.

(F)   Each anniversary value equals the Contract Value on the Contract Anniversary plus all Purchase Payments less Adjusted Withdrawal Amounts since that Contract Anniversary. $159,300 = $111,000 + $80,000 – $7,065 – $6,915 – $17,720. Also, this value is the greatest anniversary value for the Maximum Anniversary Value calculation.

(G)   A Purchase Payment of $80,000 is made on 10/1/2018.

(H)   The SecurePay Benefit Election Date is set on 11/30/2018, and the first SecurePay Withdrawal of $5,733 is taken. This amount is equal to the Annual Withdrawal Amount for this Contract Year. For this example assume the Maximum Withdrawal Percentage is 5%. $5,733 = $114,660 * 5%.

(I)   Assuming the death benefit at the time of withdrawal is $191,000, the Adjusted Withdrawal Amount is $7,065 = $5,733 / $155,000 * $191,000.

(J)   Each anniversary value equals the Contract Value on the Contract Anniversary plus all Purchase Payments since that Contract Anniversary minus an adjustment for each withdrawal since that Contract Anniversary. $123,300 = $155,000 – $7,065 – $6,915 – $17,720.

(K)   Another SecurePay withdrawal of $5,733 is made on 1/1/2019.


A-3



(L)   Assuming the death benefit at the time of withdrawal is $183,935, the Adjusted Withdrawal Amount is $6,915 = $5,733 / $152,500 * $183,935.

(M)   An Excess Withdrawal under the SecurePay rider of $16,000 is made on 3/31/2015.

(N)   The adjustment for each Excess Withdrawal under the SecurePay 5 rider is the amount that reduces the death benefit at the time of withdrawal in the same proportion that the amount withdrawn (including surrender charges) reduces Contract Value. Assuming the death benefit at the time of withdrawal is $177,020 the adjusted withdrawal amount is $17,720 = $16,000 / $160,000 * 177,020.

(O)   The Owner dies on 7/1/2019 and the Contract Value at that time has declined to $135,000.

(P)   The Maximum Anniversary Value Death Benefit is equal to the greatest of (1) the Contract Value, (2) the aggregate Purchase Payments less an adjustment for each withdrawal, or (3) the greatest anniversary value attained. $159,030 = the greatest of $135,000 or $133,461 * ($100,000 + $80,000 – $20,000 – $5,918 – $5,792 – $14,829) or $159,300, respectively.

*  Please see the prior example, "Return of Purchase Payments Death Benefit When Owning the SecurePay 5 Rider," for an explanation of these values.


A-4



Example of Death Benefit Calculation — Return of Purchase Payments Death Benefit Without a SecurePay 5 Rider

Assumptions:

•  Owner is 60 years old on the Issue Date (1/1/2014)

•  Selected Return of Purchase Payments Death Benefit at the time of Contract purchase

•  Owner passed away on 7/1/2019

Transaction
Date
  Transaction
Type
  Hypothetical
Contract
Value
Before
Transaction
  Purchase
Payments
  Net
Withdrawals
  Hypothetical
Contract
Value
  Adjusted
Withdrawal
Amount
  Return of
Purchase
Payments
Death
Benefit
 
1/1/14  

Contract Issue

   

N/A

     

100,000

(A)

   

N/A

     

100,000

     

     

100,000

   
1/1/15  

Anniversary

   

120,000

(B)

           

     

120,000

     

     

120,000

   
1/1/16  

Anniversary

   

130,000

     

     

     

130,000

     

     

130,000

   
4/1/16  

Withdrawal

   

125,000

     

     

25,000

(C)

   

100,000

(D)

   

20,000

(E)

   

100,000

(F)    
1/1/17  

Anniversary

   

103,000

     

     

     

103,000

     

     

103,000

   
1/1/18  

Anniversary

   

111,000

     

     

     

111,000

     

     

111,000

   
10/1/18
  Purchase
Payment
  85,000
  80,000

(G)

 
  165,000
 
  165,000
 
11/30/18  

Withdrawal

   

155,000

     

     

5,500

(H)

   

149,500

     

5,678

(I)

   

154,322

(J)    
3/31/19  

Withdrawal

   

160,000

     

     

16,000

(K)

   

144,000

     

15,432

     

144,000

   
7/1/19  

Owner Death

   

135,000

(L)

   

     

     

135,000

             

138,890

(M)    

(A)   Contract is issued with a Purchase Payment of $100,000.

(B)   This column shows the Contract Values before any of the noted transactions occur. In this case the Contract Value is $120,000.

(C)   A withdrawal of $25,000 (including applicable surrender charges) is made.

(D)   $100,000 = $125,000 – $25,000.

(E)   The "Adjusted Withdrawal Amount" is used to adjust the Return of Purchase Payments (ROP) Death Benefit for withdrawals. The ROP Death Benefit is adjusted on a pro-rata basis for all withdrawals, so the Adjusted Withdrawal Amount is based on the sum of the prior Purchase Payments less prior Adjusted Withdrawal Amounts, reduced for the percentage reduction in account value from the withdrawal. Because the sum of prior Purchase Payments less prior Adjusted Withdrawal Amounts at the time of withdrawal is $100,000, the adjusted withdrawal amount is $20,000 = $25,000 / $125,000 * 100,000.

(F)   The Return of Purchase Payments Death Benefit is greater of Contract Value or aggregate Purchase Payments less the Adjusted Withdrawal Amounts. $100,000 = the greater of $100,000 or $100,000 less $20,000 respectively.

(G)   A Purchase Payment of $80,000 is made on 10/1/2018.

(H)   A withdrawal of $5,500 (including applicable surrender charges) is made.

(I)   Because the sum of prior Purchase Payments less prior Adjusted Withdrawal Amounts at the time of withdrawal is $160,000, the Adjusted Withdrawal Amounts is $5,678 = $5,500 / $155,000 * 160,000.

(J)   The Return of Purchase Payments Death Benefit is greater of Contract Value or aggregate Purchase Payments less the Adjusted Withdrawal Amounts. $154,322 = the greater of $149,500 or $154,322 ($100,000 + $80,000 – $20,000 – $5,678), respectively.

(K)   A withdrawal of $16,000 (including applicable surrender charges) is made on 3/31/2019.

(L)   The Owner dies on 7/1/2019 and the Contract Value at that time has declined to $135,000.

(M)   The actual Return of Purchase Payments Death Benefit is greater of Contract Value or aggregate Purchase Payments less the Adjusted Withdrawal Amounts. $138,890 = greater of $135,000 or $138,890 ($100,000 + $80,000 – $20,000 – $5,678 – $15,432) respectively.


A-5



Example of Death Benefit Calculation — Maximum Anniversary Value Death Benefit Without a SecurePay 5 Rider

Assumptions:

•  Owner is 60 years old on the Issue Date (1/1/2014)

•  Purchased Maximum Anniversary Value Death Benefit at the time of Contract purchase

•  Owner passed away on 7/1/2019

Transaction
Date
  Transaction
Type
  Hypothetical
Contract
Value
Before
Transaction
  Purchase
Payments
  Net
Withdrawals
  Hypothetical
Contract
Value
  Adjusted
Withdrawal
Amount
  Anniversary
Value
  Maximum
Anniversary
Value
Death
Benefit
 
1/1/14  

Contract Issue

   

N/A

     

100,000

(A)

   

N/A

     

100,000

     

     

100,000

           
1/1/15  

Anniversary

   

120,000

(B)

           

     

120,000

     

     

148,801

           
1/1/16  

Anniversary

   

130,000

     

     

     

130,000

     

     

158,801

           
4/1/16  

Withdrawal

   

125,000

     

     

25,000

(C)

   

100,000

(D)

   

26,000

(E)

                 
1/1/17  

Anniversary

   

103,000

     

     

     

103,000

     

     

157,801

           
1/1/18  

Anniversary

   

111,000

     

     

     

111,000

     

     

165,801

(F)

         
10/1/18
  Purchase
Payment
  85,000
  80,000

(G)

 
  165,000
 
                 
11/30/18  

Withdrawal

   

155,000

     

     

5,500

(H)

   

149,500

     

6,777

(I)

   

129,801

(J)

         
3/31/19  

Withdrawal

   

160,000

     

     

16,000

(K)

   

144,000

     

18,422

(L)

                 
7/1/19  

Owner Death

   

135,000

(M)

   

     

     

135,000

                     

165,801

(N)    

(A)   Contract is issued with a Purchase Payment of $100,000.

(B)   This column shows the Contract Values before any of the noted transactions occur. In this case the Contract Value is $120,000.

(C)   A withdrawal of $25,000 (including applicable surrender charges) is made.

(D)   $100,000 = $125,000 – $25,000.

(E)   The "Adjusted Withdrawal Amount" is used to adjust the Maximum Anniversary Value Death Benefit for withdrawals. The adjustment for each withdrawal is the amount that reduces the death benefit at the time of withdrawal in the same proportion that the amount withdrawn (including surrender charges), reduces Contract Value. Assuming the death benefit at the time of withdrawal is $130,000, the adjusted withdrawal amount is $26,000 = $25,000 / $125,000 * 130,000.

(F)   Each anniversary value equals the Contract Value on the Contract Anniversary plus all Purchase Payments since that Contract Anniversary minus an adjustment for each withdrawal since that Contract Anniversary. $165,801 = $111,000 + $80,000 – $6,777 – $18,422. Also, this value is the greatest anniversary value for the Maximum Anniversary Value calculation.

(G)   A Purchase Payment of $80,000 is made on 10/1/2018.

(H)   A withdrawal of $5,500 (including applicable surrender charges) is made.

(I)   The adjustment for each withdrawal is the amount that reduces the death benefit at the time of withdrawal in the same proportion that the amount withdrawn (including surrender charges) reduces Contract Value. Assuming the death benefit at the time of withdrawal is $191,000, the adjusted withdrawal amount is $6,777 = $5,500 / $155,000 * 191,000.

(J)   Each anniversary value equals the Contract Value on the Contract Anniversary plus all Purchase Payments since that Contract Anniversary minus an adjustment for each withdrawal since that Contract Anniversary. $129,801 = $155,000 – $6,777 – $18,422.

(K)   A withdrawal of $16,000 (including applicable surrender charges) is made on 3/31/2019.

(L)   The adjustment for each Excess Withdrawal under the SecurePay 5 rider is the amount that reduces the death benefit at the time of withdrawal in the same proportion that the amount withdrawn (including surrender charges) reduces Contract Value. Assuming the death benefit at the time of withdrawal is $184,223 the adjusted withdrawal amount is $18,422 = $16,000 / $160,000 * 184,223.

(M)   The Owner dies on 7/1/2019 and the Contract Value at that time has declined to $135,000.


A-6



(N)   The Maximum Anniversary Value Death Benefit is equal to the greatest of (1) the Contract Value, (2) the aggregate Purchase Payments less an adjustment for each withdrawal, or (3) the greatest anniversary value attained. $165,801 = the greatest of $135,000 or $138,890* ($100,000 + $80,000 – $20,000 – $5,678 – $15,432) or $165,801 respectively.

*  Please see the prior example, "Return of Purchase Payments Death Benefit Without a SecurePay 5 Rider," for an explanation of these values.


A-7




APPENDIX B
EXAMPLE OF SURRENDER CHARGE CALCULATION

The purpose of the following example is to illustrate the surrender charges under the Contracts. The example is based on hypothetical Contract Values and transactions and assumes hypothetical positive and negative investment performance of the Variable Account. The example is not representative of past or future performance and is not intended to project or predict future investment results. There is, of course, no assurance that the Variable Account will experience positive investment performance. Actual results may be higher or lower.

Within certain time limits, we deduct a surrender charge from your Contract Value when you make a surrender or withdrawal before the Annuity Date or when you fully or partially surrender your Contract for a commuted value while variable income payments under Annuity Option A (payments for a certain period) are being made. We do not apply the surrender charge to the payment of a death benefit or when we apply your Annuity Value to an Annuity Option.

Each Contract Year you may withdraw a specified amount, called the "free withdrawal amount", from your Contract without incurring a surrender charge. During the first Contract Year the free withdrawal amount is equal to 10% of your initial Purchase Payment. In any subsequent Contract Year the free withdrawal amount is equal to the greatest of: (1) the earnings in your Contract as of the prior Contract Anniversary; (2) 10% of your cumulative Purchase Payments as of the prior Contract Anniversary; or (3) 10% of the Contract Value as of the prior Contract Anniversary. For the purpose of determining the free withdrawal amount, earnings equal the Contract Value minus the Purchase Payments not previously assessed with a surrender charge, both measured as of the Contract Anniversary for which values are being determined. Withdrawals in excess of the free withdrawal amount in any Contract Year may be subject to surrender charges. If you elect a SecurePay rider, we count SecurePay Withdrawals and Excess Withdrawals when determining the free withdrawal amount. If you elect the Protective Income Manager, we count Protective Income Manager Withdrawals and Excess Withdrawals when determining the free withdrawal amount. (See "Protected Lifetime Income Benefits.")

Surrender charges are applied to Contract Value surrendered under the Contracts according to the table below:

Number of Full Years Elapsed
Between the Date Purchase Payment was
Accepted and the Date of Surrender
 

 
  0      

7.0

%

 
  1      

6.0

%

 
  2      

6.0

%

 
  3      

5.0

%

 
  4      

4.0

%

 
  5      

3.0

%

 
  6      

2.0

%

 
  7

+

   

0

%

 

Assume an initial Purchase Payment of $50,000 is made on the Issue Date (1/1/2001), followed by subsequent Purchase Payments of $50,000 (paid 5/1/2002) and $50,000 (paid 8/1/2003). On the second Contract Anniversary (1/1/2003), assume the Contract Value equals $130,000.

A partial withdrawal request for $43,000 is received on 10/31/2003.

On the third Contract Anniversary (1/1/2004), assume the Contract Value equals $121,000. Assume that a full surrender is received on 12/17/2004 when the Contract Value equals $165,000. First note that surrender charges can never exceed 9% of aggregate Purchase Payments, which in this case is $16,650.


B-1



The following table outlines the steps we take to determine the surrender charge for the $43,000 withdrawal and for the $165,000 full surrender:

Step

 

$43,000 Withdrawal

 

$165,000 Full Surrender

 
(i) Determination of free withdrawal amount – greatest of
(1) Earnings in your Contract as of the prior Contract Anniversary
(2) 10% of your cumulative Purchase Payments as of the prior Contract Anniversary
(3) 10% of the Contract Value as of the prior Contract Anniversary.
  Greatest of:
(1) Earnings = Contract Value – total Net Purchase Payments*
Earnings = $130,000 – $125,000 = $5,000
(2) 10% * $125,000 = $12,500
(3) 10% * $130,000 = $13,000
Greatest value is (3), or $13,000
  Greatest of:
(1) Earnings = Contract Value – total Net Purchase Payments*
Earnings = $121,000 – ($150,000 – $30,000) = $1,000
(2) 10% * $150,000 = $15,000
(3) 10% * $121,000 = $12,100
Greatest value is (2), or $15,000
 
(ii) Amount subject to surrender charge =
Requested amount less amount from step (i)
  $ 43,000 – $13,000 = $30,000   $ 165,000 – $15,000 = $150,000  
(iii) Applicable surrender charge percentage based on the number of full years that have passed
NOTE: Withdrawals come from earliest Purchase Payment first (FIFO)
  • $30,000 withdrawal comes from $50,000 Purchase Payment
• Only 2 full years have passed since Purchase Payment
Surrender charge = 6%
  • Since $30,000 has already been withdrawn from the initial Purchase Payment $20,000 is allocated to the initial Purchase Payment
• Only 3 full years have passed since the first Purchase Payment
Surrender charge = 5%
• Since the second Purchase Payment was $50,000, the entire $50,000 is allocated to the second Purchase Payment
• Only 2 full years have passed since the second Purchase Payment
 


B-2



Step

 

$43,000 Withdrawal

 

$165,000 Full Surrender

 
        Surrender charge = 6%
• Since the third Purchase Payment was $50,000, the entire $50,000 is allocated to the third Purchase Payment
• Only 1 full year has passed since the third Purchase Payment
Surrender charge = 6%
• Allocating the surrender amount to the three Purchase Payments covers only $120,000 of the eligible $150,000. So the remaining $30,000 must be allocated on a pro-rata basis to the remaining Purchase Payments:
• $30,000 * ($20,000 / $120,000) = $5,000 (The first Purchase Payment has $25,000 ($20,000 + $5,000) allocated to it)
• $30,000 * ($50,000 / $120,000) = $12,500 (The second Purchase Payment has $62,500 ($50,000 + $12,500) allocated to it)
• $30,000 * ($50,000 / $120,000) = $12,500 (The third Purchase Payment has $62,500 ($50,000 + $12,500) allocated to it)
 
(iv) Surrender charge =
amount(s) from
step (ii) multiplied by amount(s) from step (iii)
  $ 30,000 * 6% = $1,800   $ 25,000 * 5% = $1,250
$ 62,500 * 6% = $3,750
$ 62,500 * 6% = $3,750
$1,250 + $3,750 + $3,750 = $8,750
 

*  For the purposes of this illustration, "Net Purchase Payments" means the total Purchase Payments less total withdrawals.


B-3




APPENDIX C
EXPLANATION OF THE VARIABLE INCOME PAYMENT CALCULATION

The purpose of the following example is to illustrate variable income payments under the Contract. The example is based on hypothetical Annuity Values and transactions and assumes hypothetical positive and negative investment performance of the Variable Account. The example is not representative of past or future performance and is not intended to project or predict future investment results. There is, of course, no assurance that the Variable Account will experience positive investment performance. Actual results may be higher or lower.

Assuming an Annuity Value of $100,000 on the Annuity Date and annual variable income payments selected under Option A with a 5 year certain period, the dollar amount of the payment determined, but not paid, on the Annuity Date is calculated using an interest assumption of 5%, as shown below.

There are 5 annual payments scheduled. Assuming an interest rate of 5%, the applied Annuity Value is then assumed to have a balance of $0 after the last payment is made at the end of the 5 th year. The amount of the payment determined on the Annuity Date is the amount necessary to force this balance to $0.

Date

  Interest
Earned
During Year
at 5%
  Annuity
Value
Before
Payment
  Payment
Made
  Annuity
Value
After
Payment
 

Annuity Date

         

$

100,000.00

   

$

0.00

   

$

100,000.00

   

End of 1st year

 

$

5,000.00

   

$

105,000.00

   

$

23,097.48

   

$

81,902.52

   

End of 2nd year

 

$

4,095.13

   

$

85,997.65

   

$

23,097.48

   

$

62,900.17

   

End of 3rd year

 

$

3,145.01

   

$

66,045.17

   

$

23,097.48

   

$

42,947.69

   

End of 4th year

 

$

2,147.38

   

$

45,095.08

   

$

23,097.48

   

$

21,997.60

   

End of 5th year

 

$

1,099.88

   

$

23,097.48

   

$

23,097.48

   

$

0.00

   

Assuming an interest rate of 5%, a payment of $23,097.48 is determined, but not paid, on the Annuity Date.

The actual variable income payment made at the end of the 1 st year will equal $23,097.48 only if the net investment return during the 1 st year equals 5%. If the net investment return exceeds 5%, then the 1 st payment will exceed $23,097.48. If the net investment return is less than 5%, then the 1 st payment will be less than $23,097.48.

Subsequent variable payments will vary based on the net investment return during the year in which the payment is scheduled to be made. A payment will equal the payment made at the end of the prior year only if the net investment return equals 5%. If the net investment return exceeds 5%, then the payment will exceed the prior payment. If the net investment return is less than 5%, then the payment will be less than the prior payment.

EXPLANATION OF THE COMMUTED VALUE CALCULATION

A Contract may be fully or partially surrendered for a commuted value while variable income payments under Annuity Option A are being made. (See "Annuity Options.") If the Contract is surrendered, the amount payable will be the commuted value of future payments at the assumed interest rate of 5%, which will be equal to the values shown in the column titled "Annuity Value after Payment," above. If the Contract is surrendered while variable income payments are being made under Annuity Option A within 7 years the amount payable will be reduced by any applicable surrender charge. (See "Annuity Income Payments, Variable Income Payments. ")


C-1




APPENDIX D
CONDENSED FINANCIAL INFORMATION

Accumulation Units

Because sales of the Contracts had not commenced prior to the date of the Prospectus there is no Accumulation Unit value information for the Sub-Accounts.


D-1




APPENDIX E

EXAMPLE OF SECUREPAY 5 RIDER

The purpose of the following example is to demonstrate the operation of the Secure Pay 5 rider. The example is based on hypothetical Contract Values and transactions and assumes hypothetical positive and negative investment performance of the Variable Account. The example is not representative of past or future performance and is not intended to project or predict future investment results. There is, of course, no assurance that the Variable Account will experience positive investment performance. Actual results may be higher or lower. The example does not reflect the deduction of fees and charges.

ASSUMPTIONS:

•  Joe, 60 years old on the Rider Issue Date

•  Purchased SecurePay 5 Rider

•  Elected Single Life Coverage

•  Began making SecurePay Withdrawals 12 years after the Rider Issue Date

•  Because Joe elected single life coverage when he began taking withdrawals, he received the 5% Maximum Withdrawal Percentage.

Contract   Year   End of
Year
Attained
Age
  Roll Up
Percentage
  Maximum
Allowed
Withdrawal
Percentage
  Purchase
Payments
  Net
Withdrawals
  Annual
Withdrawal
Amount
  Annual
Withdrawal
Amount
Balance
  Excess
Withdrawal
  Hypothetical
Contract
Value
  SecurePay
Anniversary
Value
  SecurePay
Roll-Up
Value
  End of Year
Benefit
Base
 

At issue

   

60

                     

100,000

     

N/A

             

             

100,000

     

     

100,000

(A)

   

100,000

(A)

 
 

1

     

61

     

5

%

   

5

%

   

50,000

(B)

   

             

             

153,975

     

153,975

     

155,000

(C)

   

155,000

(D)

 
 

2

     

62

     

5

%

   

5

%

   

     

             

             

161,676

     

161,676

     

162,750

(E)

   

162,750

(F)

 
 

3

     

63

     

5

%

   

5

%

   

25,000

(G)

   

             

             

209,964

     

184,964

(H)

   

170,888

(I)

   

184,964

(J)

 
 

4

     

64

     

5

%

   

5

%

   

     

             

             

208,164

     

183,164

     

194,212

     

194,212

(K)

 
 

5

     

65

     

5

%

   

5

%

   

     

             

             

246,037

     

221,037

     

203,923

     

221,037

(L)

 
 

6

     

66

     

5

%

   

5

%

   

15,000

     

             

             

249,536

     

209,536

     

232,089

     

232,089

(M)

 
 

7

     

67

     

5

%

   

5

%

   

     

             

             

289,157

     

249,157

     

243,693

     

249,157

(N)

 
 

8

     

68

     

5

%

   

5

%

   

     

10,000

(O)

           

             

288,172

     

248,172

     

252,841

(P)

   

252,841

(Q)

 
 

9

     

69

     

5

%

   

5

%

   

     

             

             

312,085

     

272,085

     

265,483

     

272,085

   
 

10

     

70

     

5

%

   

5

%

   

     

             

             

324,517

     

284,517

     

285,689

     

285,689

(R)

 
 

11

     

71

     

0

% (S)      

5

%

   

     

             

             

313,603

     

273,603

     

285,689

     

285,689

   
 

12

     

72

     

0

%

   

5

%

   

     

14,284

     

14,284

(T)

   

             

329,576

     

289,576

     

285,689

     

289,576

   
 

13

     

73

     

0

%

   

5

%

   

     

14,479

     

14,479

(T)

   

             

333,375

     

293,375

     

285,689

     

293,375

   
 

14

     

74

     

0

%

   

5

%

   

     

5,000

     

14,669

(U)

   

9,669

(U)

           

359,462

     

319,462

     

285,689

     

319,462

(U)

 
 

15

     

75

     

0

%

   

5

%

   

     

15,973

     

15,973

(V)

   

             

355,423

     

315,423

     

285,689

     

319,462

   
 

16

     

76

     

0

%

   

5

%

   

     

15,973

     

15,973

(V)

   

             

348,558

     

308,558

     

285,689

     

319,462

   
 

17

     

77

     

0

%

   

5

%

   

     

15,973

     

15,973

(V)

   

             

334,053

     

294,053

     

285,689

     

319,462

   
 

18

     

78

     

0

%

   

5

%

   

     

50,000

     

15,973

(W)

   

     

34,027

(X)

   

248,981

     

208,981

     

255,127

     

285,287

(X)

 

(A)   The initial Benefit Base is equal to the initial Purchase Payment of $100,000

(B)   The $50,000 Purchase Payment is added to the current Benefit Base of $100,000. The new Benefit Base is $150,000. Keep in mind Purchase Payments made more than two years after the date the SecurePay Rider is issued (the Rider Effective Date) will not be included in the calculation of the Benefit Base.

(C)   The SecurePay Roll-Up Value is equal to the most recently calculated Benefit Base ($150,000) plus 5% of the Benefit Base on the previous contract anniversary (5% of $100,000).

(D)   The recalculated Benefit Base is equal to the greatest of the Benefit Base on that anniversary, the SecurePay Anniversary Value, and the SecurePay Roll-Up Value (max of $153,975, and $155,000, respectively).

(E)   The SecurePay Roll-Up Value is equal to the most recently calculated Benefit Base ($155,000) plus 5% of the Benefit Base on the previous contract anniversary (5% of $155,000).

(F)   The recalculated Benefit Base is equal to the greatest of the Benefit Base on that anniversary, the SecurePay Anniversary Value, and the SecurePay Roll-Up Value (max of $161,676, and $162,750, respectively).

(G)   The $25,000 Purchase Payment is not added to the current Benefit Base because it is made more than 2 years after the Rider Effective Date.

(H)   In year 3, the SecurePay Anniversary Value is attained at the end of the year and equals $184,964 = $209,964 – $25,000 (Contract Value as of anniversary less all Purchase Payments made 2 or more years following the Rider Issue Date)

(I)   The SecurePay Roll-Up Value is equal to the most recently calculated Benefit Base ($162,750) plus 5% of the Benefit Base on the previous contract anniversary (5% of $162,750).

(J)   The SecurePay Roll-Up Value ($170,888) is compared to the Contract Value reduced by Purchase Payments made two years after the Rider Effective Date ($209,964 – $25,000).


E-1



(K)   The recalculated Benefit Base is equal to the SecurePay Roll-Up Value since it is higher than the SecurePay Anniversary Value of $183,164 ($208,164 – $25,000).

(L)   The SecurePay Roll-Up Value ($203,923) is compared to the Contract Value reduced by Purchase Payments made two years after the Rider Effective Date ($246,037 – $25,000).

(M)   The recalculated Benefit Base is equal to the SecurePay Roll-Up Value since it is higher than the SecurePay Anniversary Value of $209,536 ($249,536 – $40,000).

(N)   The SecurePay Roll-Up Value ($243,693 is compared to the SecurePay Anniversary Value ($249,157).

(O)   Because this withdrawal was made prior to the Benefit Election Date, it is not a SecurePay Withdrawal. The Benefit Base is reduced proportionally due to the $10,000 withdrawal. The Benefit Base is reduced by 3.4% ($10,000 [ withdrawal amount ] / $298,172 [ contract value prior to withdrawal ] ).

  The new Benefit Base is $240,801 ($249,157 x (1 – 3.4%)).

(P)   The Roll-Up Guaranteed increase is also reduced in the same proportion of the Benefit Base (5% * (1 – 3.4%) * $249,157) to $12,040.

  The Roll-Up Value is then calculated by adding the adjusted Roll-Up Guaranteed amount to the adjusted Benefit Base ($240,801 + $12,040 = $252,841).

(Q)   The recalculated Benefit Base is equal to the greatest of the Benefit Base on that anniversary, the SecurePay Anniversary Value ($288,172 – $40,000) and the SecurePay Roll-Up Value ($252,841).

(R)   The recalculated Benefit Base is equal to the SecurePay Roll-Up Value since it is higher than the SecurePay Anniversary Value of $284,517 ($324,517 – $40,000).

(S)   The Roll-up Period is over after 10 years, since the Benefit Base increased at each of the first 10 Contract Anniversaries.

(T)   For the next two years, Joe takes the full Annual Withdrawal Amount ($14,284 = 5% * $285,689 in the first year, and $14,479 = 5% * $289,576 in the second year).

(U)   In year 14, Joe only takes $5,000 of the available $14,669. Please note that the $9,669 is not carried over to the next year. At the end of year 14, the Benefit Base steps up to the Anniversary Value of $319,462 ($359,462 – $40,000)

(V)   For years 15-17, Joe takes the full Annual Withdrawal Amount of $15,973 (5% * $319,462)

(W)   In year 18, Joe takes a $50,000 withdrawal. Since the Annual Withdrawal Amount is only $15,973, the remaining portion of his withdrawal ($34,027) is considered an Excess Withdrawal

(X)   At the time of the Excess Withdrawal, since the Contract Value less the non-excess part of the withdrawal ($334,053 – $15,973 = $318,080) is less than the Benefit Base, the Benefit Base is reduced in the same proportion as the excess part of the withdrawal reduces the Contract Value less the non-excess part of the withdrawal.

  After the Excess Withdrawal, the new Benefit Base equals $285,287 = $319,462 * [1 – {$50,000 – $15,973} / {$334,053 – $15,973}].


E-2




APPENDIX F

EXAMPLE OF PROTECTIVE INCOME MANAGER RIDER

The purpose of the following example is to demonstrate the operation of the Protective Income Manager Rider. The example is based on hypothetical Contract Values and transactions and assumes hypothetical positive and negative investment performance of the Variable Account. The example is not representative of past or future performance and is not intended to project or predict performance. There is, of course, no assurance that the Variable Account will experience positive investment performance. The example does not reflect the deduction of fees and charges.

ASSUMPTIONS

•  Joe, 75 years old on the Rider Issue Date

•  Purchased the Protective Income Manager Rider at the time of Contract purchase

•  Elected Single Life Coverage

•  Began making Protective Income Manager Withdrawals immediately

Contract
Year
  Attained
Age
  Purchase
Payments
  Hypothetical
Contract
Value
(Beginning
of Year)
  Protective
Income
Manager
Payment
Factor
  Contract
Value
times
Payment
Factor
  Optimal
Withdrawal
Amount
  Total
Withdrawal
Taken
  Excess
Withdrawal
  Hypothetical
Contract
Value
(End of
Year)
  Protected
Lifetime
Payment (A)  
 
  1      

75

     

100,000

     

100,000

(B)

   

0.06100

     

6,100

     

6,100

     

6,100

     

     

95,684

     

6,100

   
  2      

76

     

     

95,684

     

0.06357

     

6,082

     

6,100

(C)

   

6,100

     

     

92,517

     

6,100

   
  3      

77

     

     

92,517

     

0.06642

     

6,145

     

6,145

     

6,145

     

     

98,541

     

6,100

   
  4      

78

     

     

98,541

     

0.06961

     

6,860

     

6,759

(D)

   

6,759

     

     

91,009

     

6,100

   
  5      

79

     

25,000

     

116,009

     

0.07321

     

8,493

     

7,435

     

7,435

     

     

103,677

     

6,100

   
  6      

80

     

     

103,677

     

0.07729

     

8,014

     

8,014

     

40,000

     

31,986

(E)

   

56,987

     

6,100

   
  7      

81

     

     

56,987

     

0.07607

     

4,335

     

4,335

(F)

   

4,335

     

     

50,637

     

4,335

(G)

 
  8      

82

     

     

50,637

     

0.08153

     

4,128

     

4,335

     

4,335

     

     

51,573

     

4,335

   
  9      

83

     

     

51,573

     

0.08790

     

4,533

     

4,533

(H)

   

4,533

     

     

46,185

     

4,335

   
  10      

84

     

     

46,185

     

0.09543

     

4,407

     

4,407

     

4,407

     

     

38,156

     

4,335

   

(A)   Protected Lifetime Payments are available if the rider is in effect on the Maximum Annuity Date, and equal the lesser of (a) your initial Optimal Withdrawal Amount; or (b) your Optimal Withdrawal Amount as of a Reset Date.

(B)   The initial Contract Value is equal to the initial Purchase Payment of $100,000.

(C)   We recalculate the Optimal Withdrawal Amount by multiplying the Payment Factor (0.06357) by the Contract Value ($95,684), which equals $6,082. However, this amount is lower than our guarantee that, so long as there has not been an Excess Withdrawal, the Optimal Withdrawal Amount will always be at least the greater of 90% of the prior Optimal Withdrawal Amount (90% x $6,100 = $5,490) or the initial Optimal Withdrawal Amount ($6,100). Therefore, the recalculated Optimal Withdrawal Amount is equal to $6,100.

(D)   Although the Payment Factor (0.06961) times the Contract Value ($98,541) equals $6,860, the Optimal Withdrawal Amount is $6,759 since the Optimal Withdrawal Amount cannot be higher than 110% of the prior Optimal Withdrawal Amount ($6,145 x 1.10 = $6,759).

(E)   An Excess Withdrawal occurs when total withdrawals taken during the Contract Year exceed the Optimal Withdrawal Amount.

(F)   On the next Contract Anniversary following an Excess Withdrawal (the "Reset Date"), we reset the "floor" for future Optimal Withdrawal Amounts to equal the lesser of the initial Optimal Withdrawal Amount or the Optimal Withdrawal Amount as of the Reset Date. We will also use a new Protective Income Manager Payment Factor determined solely by the age of the (younger) Covered Person on the Reset Date (provided you have not declined an increase in the Protective Income Manager fee). This will result in a lower Protective Income Manager Payment Factor. In this example, the factor that would have applied in the absence of a Reset (0.08197) is replaced by a new Payment Factor (0.07607) as Joe is now 81 years old. This means the new Optimal Withdrawal Amount is equal to $4,335, which is the Contract Value ($56,987) times the Payment Factor (0.07607). Optimal Withdrawal Amount calculation floors do not apply at Reset Dates.

(G)   This Contract Anniversary is a Reset Date due to the Excess Withdrawal during the prior Contract Year. If the Optimal Withdrawal Amount on a Reset Date is lower than the initial Optimal Withdrawal Amount, then the Protected Lifetime Payment is reduced to equal that year's Optimal Withdrawal Amount.

(H)   The Optimal Withdrawal Amount is equal to $51,573 (Contract Value) times 0.08790 (Payment Factor) = $4,533.


F-1



APPENDIX G

PROTECTIVE INCOME MANAGER RIDER PAYMENT FACTORS

The following table provides the Protective Income Manager rider payment factors for Single Life and Joint Life Coverage. We calculate your Optimal Withdrawal Amount under the rider by multiplying your Contract Value by the applicable factor. This factor is based upon the attained age of the (younger) Covered Person on the date we calculate the Optimal Withdrawal Amount, as well as that person's age on the Rider Issue Date. On each Contract Anniversary, we will use a new factor to recalculate your Optimal Withdrawal Amount based upon the new attained age of the (younger) Covered Person at that time, but the factor will still continue to be based on the age of the (younger) Covered Person on the Rider Issue Date unless an Excess Withdrawal has been taken.

For example, if you are age 75 on the date you purchase the rider (with single life coverage), your Protective Income Manager Payment factor is 0.06100. If your initial Purchase Payment is $100,000, then your initial Optimal Withdrawal Amount is $6,100 (0.06100 x $100,000). If you never take an Excess Withdrawal, then you will always be able to withdraw at least $6,100 each Contract Year without reducing or eliminating the benefits under the rider. In addition, each year your factor will increase as you get closer to your 95th birthday (but will remain in the age 75 column so long as you do not take an Excess Withdrawal).

Single Life Coverage

Attained
Age of Covered
Person On Date
 

Age of Covered Person on Rider Issue Date or Last Reset Date

 

of Calculation

 

60

 

61

 

62

 

63

 

64

 

65

 

66

 

67

 

68

 

69

 

70

 

71

 

72

 

73

 

74

 

75

 
 

94

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

   
 

93

     

0.50810

     

0.50799

     

0.50789

     

0.50779

     

0.50768

     

0.50758

     

0.50748

     

0.50737

     

0.50727

     

0.50717

     

0.50707

     

0.50674

     

0.50642

     

0.50609

     

0.50577

     

0.50544

   
 

92

     

0.34419

     

0.34405

     

0.34391

     

0.34377

     

0.34363

     

0.34349

     

0.34335

     

0.34321

     

0.34308

     

0.34294

     

0.34280

     

0.34236

     

0.34193

     

0.34149

     

0.34105

     

0.34061

   
 

91

     

0.26228

     

0.26212

     

0.26196

     

0.26180

     

0.26164

     

0.26148

     

0.26133

     

0.26117

     

0.26101

     

0.26085

     

0.26070

     

0.26020

     

0.25971

     

0.25921

     

0.25871

     

0.25822

   
 

90

     

0.21316

     

0.21299

     

0.21282

     

0.21265

     

0.21248

     

0.21231

     

0.21214

     

0.21197

     

0.21180

     

0.21163

     

0.21146

     

0.21093

     

0.21040

     

0.20986

     

0.20933

     

0.20880

   
 

89

     

0.18045

     

0.18027

     

0.18009

     

0.17991

     

0.17973

     

0.17955

     

0.17937

     

0.17920

     

0.17902

     

0.17884

     

0.17866

     

0.17810

     

0.17754

     

0.17698

     

0.17642

     

0.17586

   
 

88

     

0.15711

     

0.15692

     

0.15673

     

0.15655

     

0.15636

     

0.15617

     

0.15599

     

0.15581

     

0.15562

     

0.15544

     

0.15525

     

0.15467

     

0.15409

     

0.15351

     

0.15293

     

0.15235

   
 

87

     

0.13962

     

0.13943

     

0.13924

     

0.13905

     

0.13885

     

0.13866

     

0.13847

     

0.13828

     

0.13809

     

0.13790

     

0.13771

     

0.13711

     

0.13651

     

0.13592

     

0.13532

     

0.13472

   
 

86

     

0.12604

     

0.12584

     

0.12565

     

0.12545

     

0.12525

     

0.12506

     

0.12486

     

0.12467

     

0.12447

     

0.12428

     

0.12408

     

0.12347

     

0.12286

     

0.12224

     

0.12163

     

0.12102

   
 

85

     

0.11519

     

0.11499

     

0.11479

     

0.11459

     

0.11439

     

0.11419

     

0.11399

     

0.11379

     

0.11359

     

0.11339

     

0.11319

     

0.11256

     

0.11194

     

0.11132

     

0.11069

     

0.11007

   
 

84

     

0.10633

     

0.10613

     

0.10592

     

0.10572

     

0.10551

     

0.10531

     

0.10510

     

0.10490

     

0.10470

     

0.10450

     

0.10429

     

0.10366

     

0.10302

     

0.10238

     

0.10175

     

0.10112

   
 

83

     

0.09897

     

0.09876

     

0.09855

     

0.09834

     

0.09813

     

0.09792

     

0.09771

     

0.09751

     

0.09730

     

0.09709

     

0.09689

     

0.09624

     

0.09559

     

0.09495

     

0.09431

     

0.09366

   
 

82

     

0.09274

     

0.09253

     

0.09232

     

0.09211

     

0.09189

     

0.09168

     

0.09147

     

0.09126

     

0.09105

     

0.09084

     

0.09063

     

0.08997

     

0.08932

     

0.08866

     

0.08801

     

0.08736

   
 

81

     

0.08742

     

0.08721

     

0.08699

     

0.08677

     

0.08656

     

0.08634

     

0.08613

     

0.08592

     

0.08571

     

0.08549

     

0.08528

     

0.08461

     

0.08395

     

0.08329

     

0.08262

     

0.08197

   
 

80

     

0.08282

     

0.08260

     

0.08238

     

0.08216

     

0.08195

     

0.08173

     

0.08151

     

0.08130

     

0.08108

     

0.08087

     

0.08065

     

0.07997

     

0.07930

     

0.07863

     

0.07796

     

0.07729

   
 

79

     

0.07881

     

0.07858

     

0.07836

     

0.07814

     

0.07792

     

0.07770

     

0.07748

     

0.07726

     

0.07704

     

0.07682

     

0.07661

     

0.07592

     

0.07524

     

0.07456

     

0.07388

     

0.07321

   
 

78

     

0.07527

     

0.07505

     

0.07482

     

0.07460

     

0.07438

     

0.07415

     

0.07393

     

0.07371

     

0.07349

     

0.07327

     

0.07305

     

0.07235

     

0.07166

     

0.07098

     

0.07029

     

0.06961

   
 

77

     

0.07214

     

0.07192

     

0.07169

     

0.07146

     

0.07123

     

0.07101

     

0.07078

     

0.07056

     

0.07034

     

0.07011

     

0.06989

     

0.06919

     

0.06849

     

0.06780

     

0.06711

     

0.06642

   
 

76

     

0.06935

     

0.06912

     

0.06889

     

0.06866

     

0.06843

     

0.06820

     

0.06798

     

0.06775

     

0.06752

     

0.06730

     

0.06707

     

0.06636

     

0.06566

     

0.06496

     

0.06426

     

0.06357

   
 

75

     

0.06685

     

0.06661

     

0.06638

     

0.06615

     

0.06592

     

0.06568

     

0.06545

     

0.06523

     

0.06500

     

0.06477

     

0.06454

     

0.06383

     

0.06311

     

0.06241

     

0.06170

     

0.06100

   
 

74

     

0.06459

     

0.06435

     

0.06412

     

0.06388

     

0.06365

     

0.06341

     

0.06318

     

0.06295

     

0.06272

     

0.06249

     

0.06226

     

0.06154

     

0.06082

     

0.06010

     

0.05939

           
 

73

     

0.06254

     

0.06230

     

0.06207

     

0.06183

     

0.06159

     

0.06135

     

0.06112

     

0.06089

     

0.06065

     

0.06042

     

0.06019

     

0.05946

     

0.05873

     

0.05801

                   
 

72

     

0.06068

     

0.06044

     

0.06020

     

0.05996

     

0.05972

     

0.05948

     

0.05925

     

0.05901

     

0.05877

     

0.05854

     

0.05830

     

0.05757

     

0.05684

                           
 

71

     

0.05898

     

0.05874

     

0.05850

     

0.05825

     

0.05801

     

0.05777

     

0.05753

     

0.05729

     

0.05706

     

0.05682

     

0.05658

     

0.05584

                                   
 

70

     

0.05742

     

0.05718

     

0.05693

     

0.05669

     

0.05645

     

0.05620

     

0.05596

     

0.05572

     

0.05548

     

0.05524

     

0.05500

                                           
 

69

     

0.05599

     

0.05575

     

0.05550

     

0.05525

     

0.05501

     

0.05476

     

0.05452

     

0.05427

     

0.05403

     

0.05379

                                                   
 

68

     

0.05468

     

0.05443

     

0.05418

     

0.05393

     

0.05368

     

0.05343

     

0.05319

     

0.05294

     

0.05270

                                                           
 

67

     

0.05346

     

0.05320

     

0.05295

     

0.05270

     

0.05245

     

0.05220

     

0.05195

     

0.05171

                                                                   
 

66

     

0.05233

     

0.05207

     

0.05182

     

0.05157

     

0.05131

     

0.05106

     

0.05081

                                                                           
 

65

     

0.05128

     

0.05102

     

0.05077

     

0.05051

     

0.05025

     

0.05000

                                                                                   
 

64

     

0.05030

     

0.05004

     

0.04979

     

0.04953

     

0.04927

                                                                                           
 

63

     

0.04939

     

0.04913

     

0.04887

     

0.04861

                                                                                                   
 

62

     

0.04854

     

0.04828

     

0.04802

                                                                                                           
 

61

     

0.04775

     

0.04748

                                                                                                                   
 

60

     

0.04700

                                                                                                                           


G-1



Attained
Age of Covered
Person On Date
 

 

of Calculation

 

76

 

77

 

78

 

79

 

80

 

81

 

82

 

83

 

84

 

85

 

86

 

87

 

88

 

89

 

90

 

91

 

92

 

93

 

94

 
 

94

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

   
 

93

     

0.50491

     

0.50438

     

0.50385

     

0.50332

     

0.50279

     

0.50245

     

0.50211

     

0.50177

     

0.50174

     

0.50172

     

0.50169

     

0.50167

     

0.50164

     

0.50162

     

0.50159

     

0.50157

     

0.50155

     

0.50152

           
 

92

     

0.33990

     

0.33919

     

0.33848

     

0.33777

     

0.33706

     

0.33661

     

0.33615

     

0.33569

     

0.33566

     

0.33563

     

0.33559

     

0.33556

     

0.33553

     

0.33550

     

0.33546

     

0.33543

     

0.33540

                   
 

91

     

0.25742

     

0.25661

     

0.25581

     

0.25501

     

0.25420

     

0.25369

     

0.25317

     

0.25266

     

0.25262

     

0.25258

     

0.25255

     

0.25251

     

0.25247

     

0.25243

     

0.25240

     

0.25236

                           
 

90

     

0.20794

     

0.20707

     

0.20621

     

0.20535

     

0.20449

     

0.20394

     

0.20339

     

0.20284

     

0.20280

     

0.20276

     

0.20272

     

0.20268

     

0.20264

     

0.20260

     

0.20256

                                   
 

89

     

0.17496

     

0.17406

     

0.17315

     

0.17225

     

0.17135

     

0.17078

     

0.17020

     

0.16963

     

0.16959

     

0.16954

     

0.16950

     

0.16946

     

0.16942

     

0.16938

                                           
 

88

     

0.15141

     

0.15048

     

0.14955

     

0.14862

     

0.14768

     

0.14709

     

0.14650

     

0.14591

     

0.14586

     

0.14582

     

0.14578

     

0.14573

     

0.14569

                                                   
 

87

     

0.13376

     

0.13280

     

0.13185

     

0.13089

     

0.12994

     

0.12933

     

0.12872

     

0.12812

     

0.12807

     

0.12803

     

0.12798

     

0.12794

                                                           
 

86

     

0.12004

     

0.11906

     

0.11808

     

0.11711

     

0.11614

     

0.11552

     

0.11490

     

0.11428

     

0.11424

     

0.11419

     

0.11415

                                                                   
 

85

     

0.10907

     

0.10807

     

0.10708

     

0.10609

     

0.10510

     

0.10447

     

0.10384

     

0.10321

     

0.10317

     

0.10312

                                                                           
 

84

     

0.10010

     

0.09909

     

0.09808

     

0.09707

     

0.09607

     

0.09543

     

0.09479

     

0.09416

     

0.09411

                                                                                   
 

83

     

0.09263

     

0.09160

     

0.09058

     

0.08956

     

0.08854

     

0.08790

     

0.08726

     

0.08661

                                                                                           
 

82

     

0.08631

     

0.08527

     

0.08424

     

0.08321

     

0.08218

     

0.08153

     

0.08088

                                                                                                   
 

81

     

0.08091

     

0.07985

     

0.07880

     

0.07776

     

0.07673

     

0.07607

                                                                                                           
 

80

     

0.07622

     

0.07516

     

0.07410

     

0.07305

     

0.07200

                                                                                                                   
 

79

     

0.07213

     

0.07105

     

0.06998

     

0.06892

                                                                                                                           
 

78

     

0.06852

     

0.06743

     

0.06635

                                                                                                                                   
 

77

     

0.06531

     

0.06422

                                                                                                                                           
 

76

     

0.06245

                                                                                                                                                   
 

75

                                                                                                                                                           
 

74

                                                                                                                                                           
 

73

                                                                                                                                                           
 

72

                                                                                                                                                           
 

71

                                                                                                                                                           
 

70

                                                                                                                                                           
 

69

                                                                                                                                                           
 

68

                                                                                                                                                           
 

67

                                                                                                                                                           
 

66

                                                                                                                                                           
 

65

                                                                                                                                                           
 

64

                                                                                                                                                           
 

63

                                                                                                                                                           
 

62

                                                                                                                                                           
 

61

                                                                                                                                                           
 

60

                                                                                                                                                           


G-2



Joint Life Coverage

Attained
Age of Younger
 

Age of Younger Covered Person on Rider Issue Date or Last Reset Date

 

Covered Person

 

60

 

61

 

62

 

63

 

64

 

65

 

66

 

67

 

68

 

69

 

70

 

71

 

72

 

73

 

74

 

75

 
 

94

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

   
 

93

     

0.50688

     

0.50678

     

0.50668

     

0.50657

     

0.50647

     

0.50636

     

0.50626

     

0.50616

     

0.50605

     

0.50595

     

0.50585

     

0.50552

     

0.50520

     

0.50487

     

0.50454

     

0.50421

   
 

92

     

0.34255

     

0.34241

     

0.34228

     

0.34214

     

0.34200

     

0.34186

     

0.34172

     

0.34158

     

0.34144

     

0.34130

     

0.34116

     

0.34072

     

0.34028

     

0.33985

     

0.33941

     

0.33897

   
 

91

     

0.26042

     

0.26026

     

0.26010

     

0.25994

     

0.25979

     

0.25963

     

0.25947

     

0.25931

     

0.25915

     

0.25900

     

0.25884

     

0.25834

     

0.25785

     

0.25735

     

0.25685

     

0.25636

   
 

90

     

0.21117

     

0.21099

     

0.21082

     

0.21065

     

0.21048

     

0.21031

     

0.21014

     

0.20997

     

0.20980

     

0.20963

     

0.20947

     

0.20893

     

0.20840

     

0.20787

     

0.20733

     

0.20680

   
 

89

     

0.17835

     

0.17817

     

0.17799

     

0.17781

     

0.17763

     

0.17745

     

0.17727

     

0.17710

     

0.17692

     

0.17674

     

0.17656

     

0.17600

     

0.17545

     

0.17489

     

0.17433

     

0.17377

   
 

88

     

0.15493

     

0.15474

     

0.15455

     

0.15437

     

0.15418

     

0.15400

     

0.15381

     

0.15363

     

0.15344

     

0.15326

     

0.15308

     

0.15250

     

0.15192

     

0.15134

     

0.15076

     

0.15018

   
 

87

     

0.13738

     

0.13718

     

0.13699

     

0.13680

     

0.13661

     

0.13642

     

0.13623

     

0.13604

     

0.13585

     

0.13566

     

0.13547

     

0.13487

     

0.13428

     

0.13368

     

0.13309

     

0.13250

   
 

86

     

0.12374

     

0.12354

     

0.12335

     

0.12315

     

0.12295

     

0.12276

     

0.12256

     

0.12237

     

0.12218

     

0.12198

     

0.12179

     

0.12118

     

0.12057

     

0.11996

     

0.11935

     

0.11875

   
 

85

     

0.11284

     

0.11264

     

0.11244

     

0.11224

     

0.11204

     

0.11184

     

0.11164

     

0.11144

     

0.11125

     

0.11105

     

0.11085

     

0.11023

     

0.10961

     

0.10899

     

0.10837

     

0.10775

   
 

84

     

0.10394

     

0.10373

     

0.10353

     

0.10332

     

0.10312

     

0.10292

     

0.10272

     

0.10251

     

0.10231

     

0.10211

     

0.10191

     

0.10128

     

0.10065

     

0.10002

     

0.09939

     

0.09876

   
 

83

     

0.09653

     

0.09632

     

0.09611

     

0.09590

     

0.09570

     

0.09549

     

0.09529

     

0.09508

     

0.09488

     

0.09467

     

0.09447

     

0.09383

     

0.09319

     

0.09255

     

0.09191

     

0.09127

   
 

82

     

0.09027

     

0.09005

     

0.08984

     

0.08963

     

0.08942

     

0.08921

     

0.08901

     

0.08880

     

0.08859

     

0.08838

     

0.08818

     

0.08753

     

0.08688

     

0.08623

     

0.08558

     

0.08494

   
 

81

     

0.08491

     

0.08469

     

0.08448

     

0.08427

     

0.08405

     

0.08384

     

0.08363

     

0.08342

     

0.08321

     

0.08300

     

0.08279

     

0.08213

     

0.08147

     

0.08082

     

0.08017

     

0.07952

   
 

80

     

0.08027

     

0.08006

     

0.07984

     

0.07962

     

0.07941

     

0.07919

     

0.07898

     

0.07877

     

0.07855

     

0.07834

     

0.07813

     

0.07746

     

0.07680

     

0.07613

     

0.07547

     

0.07482

   
 

79

     

0.07622

     

0.07601

     

0.07579

     

0.07557

     

0.07535

     

0.07513

     

0.07492

     

0.07470

     

0.07449

     

0.07427

     

0.07406

     

0.07338

     

0.07271

     

0.07204

     

0.07137

     

0.07071

   
 

78

     

0.07266

     

0.07244

     

0.07222

     

0.07200

     

0.07178

     

0.07155

     

0.07134

     

0.07112

     

0.07090

     

0.07068

     

0.07047

     

0.06978

     

0.06911

     

0.06843

     

0.06776

     

0.06709

   
 

77

     

0.06950

     

0.06927

     

0.06905

     

0.06883

     

0.06860

     

0.06838

     

0.06816

     

0.06794

     

0.06772

     

0.06750

     

0.06728

     

0.06659

     

0.06591

     

0.06522

     

0.06455

     

0.06387

   
 

76

     

0.06668

     

0.06645

     

0.06622

     

0.06600

     

0.06577

     

0.06555

     

0.06532

     

0.06510

     

0.06488

     

0.06466

     

0.06444

     

0.06374

     

0.06305

     

0.06236

     

0.06167

     

0.06099

   
 

75

     

0.06414

     

0.06391

     

0.06368

     

0.06346

     

0.06323

     

0.06300

     

0.06278

     

0.06255

     

0.06233

     

0.06210

     

0.06188

     

0.06118

     

0.06048

     

0.05978

     

0.05909

     

0.05841

   
 

74

     

0.06185

     

0.06162

     

0.06139

     

0.06116

     

0.06093

     

0.06070

     

0.06048

     

0.06025

     

0.06002

     

0.05980

     

0.05957

     

0.05886

     

0.05816

     

0.05746

     

0.05676

           
 

73

     

0.05978

     

0.05955

     

0.05931

     

0.05908

     

0.05885

     

0.05862

     

0.05839

     

0.05816

     

0.05793

     

0.05770

     

0.05748

     

0.05676

     

0.05605

     

0.05535

                   
 

72

     

0.05789

     

0.05766

     

0.05742

     

0.05719

     

0.05695

     

0.05672

     

0.05649

     

0.05626

     

0.05603

     

0.05580

     

0.05557

     

0.05485

     

0.05413

                           
 

71

     

0.05617

     

0.05593

     

0.05569

     

0.05545

     

0.05522

     

0.05498

     

0.05475

     

0.05452

     

0.05428

     

0.05405

     

0.05382

     

0.05309

                                   
 

70

     

0.05458

     

0.05434

     

0.05410

     

0.05387

     

0.05363

     

0.05339

     

0.05315

     

0.05292

     

0.05268

     

0.05245

     

0.05222

                                           
 

69

     

0.05313

     

0.05289

     

0.05264

     

0.05240

     

0.05216

     

0.05192

     

0.05169

     

0.05145

     

0.05121

     

0.05098

                                                   
 

68

     

0.05178

     

0.05154

     

0.05130

     

0.05105

     

0.05081

     

0.05057

     

0.05033

     

0.05009

     

0.04985

                                                           
 

67

     

0.05054

     

0.05029

     

0.05005

     

0.04980

     

0.04956

     

0.04931

     

0.04907

     

0.04883

                                                                   
 

66

     

0.04938

     

0.04914

     

0.04889

     

0.04864

     

0.04840

     

0.04815

     

0.04791

                                                                           
 

65

     

0.04831

     

0.04806

     

0.04781

     

0.04756

     

0.04731

     

0.04707

                                                                                   
 

64

     

0.04731

     

0.04706

     

0.04681

     

0.04656

     

0.04631

                                                                                           
 

63

     

0.04638

     

0.04612

     

0.04587

     

0.04562

                                                                                                   
 

62

     

0.04550

     

0.04525

     

0.04499

                                                                                                           
 

61

     

0.04468

     

0.04443

                                                                                                                   
 

60

     

0.04391

                                                                                                                           


G-3



Attained
Age of Younger
 
 

Covered Person

 

76

 

77

 

78

 

79

 

80

 

81

 

82

 

83

 

84

 

85

 

86

 

87

 

88

 

89

 

90

 

91

 

92

 

93

 

94

 
 

94

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

     

1.00000

   
 

93

     

0.50368

     

0.50315

     

0.50262

     

0.50209

     

0.50155

     

0.50121

     

0.50087

     

0.50052

     

0.50050

     

0.50047

     

0.50045

     

0.50042

     

0.50040

     

0.50037

     

0.50035

     

0.50032

     

0.50030

     

0.50027

           
 

92

     

0.33826

     

0.33754

     

0.33683

     

0.33612

     

0.33540

     

0.33495

     

0.33449

     

0.33403

     

0.33400

     

0.33397

     

0.33393

     

0.33390

     

0.33387

     

0.33383

     

0.33380

     

0.33377

     

0.33373

                   
 

91

     

0.25555

     

0.25475

     

0.25394

     

0.25314

     

0.25233

     

0.25182

     

0.25130

     

0.25079

     

0.25075

     

0.25071

     

0.25067

     

0.25064

     

0.25060

     

0.25056

     

0.25052

     

0.25049

                           
 

90

     

0.20594

     

0.20508

     

0.20421

     

0.20335

     

0.20249

     

0.20194

     

0.20139

     

0.20084

     

0.20080

     

0.20076

     

0.20072

     

0.20068

     

0.20064

     

0.20060

     

0.20056

                                   
 

89

     

0.17287

     

0.17196

     

0.17106

     

0.17016

     

0.16926

     

0.16869

     

0.16812

     

0.16754

     

0.16750

     

0.16746

     

0.16742

     

0.16738

     

0.16733

     

0.16729

                                           
 

88

     

0.14925

     

0.14832

     

0.14739

     

0.14646

     

0.14553

     

0.14494

     

0.14435

     

0.14376

     

0.14371

     

0.14367

     

0.14363

     

0.14359

     

0.14354

                                                   
 

87

     

0.13154

     

0.13059

     

0.12963

     

0.12868

     

0.12773

     

0.12713

     

0.12652

     

0.12592

     

0.12588

     

0.12583

     

0.12579

     

0.12574

                                                           
 

86

     

0.11777

     

0.11680

     

0.11582

     

0.11486

     

0.11389

     

0.11327

     

0.11266

     

0.11205

     

0.11200

     

0.11196

     

0.11191

                                                                   
 

85

     

0.10676

     

0.10577

     

0.10478

     

0.10380

     

0.10281

     

0.10219

     

0.10157

     

0.10095

     

0.10090

     

0.10086

                                                                           
 

84

     

0.09775

     

0.09675

     

0.09575

     

0.09475

     

0.09376

     

0.09312

     

0.09249

     

0.09187

     

0.09182

                                                                           

 

 
 

83

     

0.09025

     

0.08923

     

0.08822

     

0.08721

     

0.08621

     

0.08557

     

0.08493

     

0.08430

                                                                                           
 

82

     

0.08391

     

0.08288

     

0.08185

     

0.08083

     

0.07982

     

0.07918

     

0.07853

                                                                                                   
 

81

     

0.07847

     

0.07743

     

0.07639

     

0.07537

     

0.07434

     

0.07370

                                                                                                           
 

80

     

0.07376

     

0.07271

     

0.07167

     

0.07063

     

0.06960

                                                                                                                   
 

79

     

0.06964

     

0.06858

     

0.06753

     

0.06649

                                                                                                                           
 

78

     

0.06601

     

0.06494

     

0.06388

                                                                                                                                   
 

77

     

0.06278

     

0.06171

                                                                                                                                           
 

76

     

0.05990

                                                                                                                                                   
 

75

                                                                                                                                                           
 

74

                                                                                                                                                           
 

73

                                                                                                                                                           
 

72

                                                                                                                                                           
 

71

                                                                                                                                                           
 

70

                                                                                                                                                           
 

69

                                                                                                                                                           
 

68

                                                                                                                                                           
 

67

                                                                                                                                                           
 

66

                                                                                                                                                           
 

65

                                                                                                                                                           
 

64

                                                                                                                                                           
 

63

                                                                                                                                                           
 

62

                                                                                                                                                           
 

61

                                                                                                                                                           
 

60

                                                                                                                                                           


G-4



APPENDIX H

EXAMPLE OF JOINT LIFE COVERAGE WITH SIGNIFICANT AGE DIFFERENCE BETWEEN
COVERED PERSONS UNDER THE PROTECTIVE INCOME MANAGER RIDER

The purpose of the following examples is to demonstrate the operation of the Protective Income Manager Rider under various Variable Account performance scenarios when there is joint life coverage and a significant age difference exists between the two Covered Persons. The examples are based on hypothetical Contract Values and transactions. The examples are not representative of past or future performance and are not intended to project or predict performance. There is, of course, no assurance that the Variable Account will experience positive investment performance. The examples reflect the deduction of fees and charges. See Appendix F for a detailed example of the operation of the Protective Income Manager Rider.

EXAMPLE 1—NEGATIVE VARIABLE ACCOUNT PERFORMANCE

ASSUMPTIONS:

•  Covered Person #1, Joe, 60 years old on the Rider Issue Date

•  Covered Person #2, Sally, 80 years old on the Rider Issue Date

•  Purchased the Protective Income Manager Rider at the time of Contract purchase

•  Elected Joint Life Coverage

•  Began making Protective Income Manager Withdrawals immediately equal to the annual Optimal Withdrawal Amount

•  Variable Account performance (before all fees and charges): -7% in all years

Contract
Year
  End of
Year
Oldest
Attained
Age
 

Premium

  Beginning of
Year
Contract
Value
  Contract
Charges
  Protective
Income
Manager
Withdrawal (A)  
  Impact of
Fund
Performance (B)  
  End of
Year
Contract
Value (C)  
  Separate
Account
Performance
  Protected
Lifetime
Payment
  Annuity
Payment
 
 

1

     

81

   

$

100,000.00

   

$

100,000.00

   

$

2,412.22

   

$

4,391.35

   

$

(7,679.07

)

 

$

85,517.36

     

-7.00

%

                 
 

2

     

82

   

$

0.00

   

$

85,517.36

   

$

2,231.96

   

$

4,391.35

   

$

(6,536.31

)

 

$

72,357.74

     

-7.00

%

                 
 

3

     

83

   

$

0.00

   

$

72,357.74

   

$

2,068.16

   

$

4,391.35

   

$

(5,499.32

)

 

$

60,398.91

     

-7.00

%

                 
 

4

     

84

   

$

0.00

   

$

60,398.91

   

$

1,919.31

   

$

4,391.35

   

$

(4,556.97

)

 

$

49,531.27

     

-7.00

%

                 
 

5

     

85

   

$

0.00

   

$

49,531.27

   

$

1,784.05

   

$

4,391.35

   

$

(3,699.53

)

 

$

39,656.34

     

-7.00

%

                 
 

6

     

86

   

$

0.00

   

$

39,656.34

   

$

1,661.14

   

$

4,391.35

   

$

(2,921.23

)

 

$

30,682.62

     

-7.00

%

                 
 

7

     

87

   

$

0.00

   

$

30,682.62

   

$

1,549.45

   

$

4,391.35

   

$

(2,213.23

)

 

$

22,528.59

     

-7.00

%

                 
 

8

     

88

   

$

0.00

   

$

22,528.59

   

$

1,447.96

   

$

4,391.35

   

$

(1,570.74

)

 

$

15,118.54

     

-7.00

%

                 
 

9

     

89

   

$

0.00

   

$

15,118.54

   

$

1,355.73

   

$

4,391.35

   

$

(986.46

)

 

$

8,384.99

     

-7.00

%

                 
 

10

     

90

   

$

0.00

   

$

8,384.99

   

$

1,271.92

   

$

4,391.35

   

$

(455.58

)

 

$

2,266.15

     

-7.00

%

                 
 

11

     

91

   

$

0.00

   

$

2,266.15

   

$

507.07

   

$

4,391.35

   

$

(44.82

)

 

$

0.00

     

-7.00

%

                 
 

12

     

92

   

$

0.00

   

$

0.00

   

$

0.00

   

$

4,391.35

   

$

0.00

   

$

0.00

     

-7.00

%

                 
 

13

     

93

   

$

0.00

   

$

0.00

   

$

0.00

   

$

4,391.35

   

$

0.00

   

$

0.00

     

-7.00

%

                 
 

14

     

94

   

$

0.00

   

$

0.00

   

$

0.00

   

$

4,391.35

   

$

0.00

   

$

0.00

     

-7.00

%

                 
 

15

     

95

   

$

0.00

   

$

0.00

   

$

0.00

   

$

4,391.35

   

$

0.00

   

$

0.00

     

-7.00

%

 

$

4,391.35

   

$

0.00

(D)

 

(A)   $4,391.35 equals .04391 (the Protective Income Manager Payment Factor in year one) x $100,000 (the initial Contract Value). The Protective Income Manager Payment Factor is based on the age of Joe (the younger Covered Person) on the Rider Issue Date, as well as his attained age on the date we calculate the Optimal Withdrawal Amount (which, in this example, is the full amount withdrawn each year).

(B)   The numbers in the Impact of Fund Performance column reflect the performance of the underlying funds and fund expenses.

(C)   The End of Year Contract Value is equal to the Beginning of Year Contract Value minus Contract Charges minus the PIM Withdrawal minus fund expenses.

(D)   On the Maximum Annuity Date, which is when Sally (the older Covered Person) reaches age 95, Sally and Joe must choose to receive annuity payments under their Contract or Protected Lifetime Payments under the rider. Because there is no Contract Value remaining to annuitize, Sally and Joe will receive Protected Lifetime Payments in an annual amount of $4,391.35 until they both die.


H-1



EXAMPLE 2—FLAT VARIABLE ACCOUNT PERFORMANCE

ASSUMPTIONS:

•  Covered Person #1, Joe, 60 years old on the Rider Issue Date

•  Covered Person #2, Sally, 80 years old on the Rider Issue Date

•  Purchased the Protective Income Manager Rider at the time of Contract purchase

•  Elected Joint Life Coverage

•  Began making Protective Income Manager Withdrawals immediately equal to the annual Optimal Withdrawal Amount

•  Variable Account performance (before all fees and charges): 0% in all years




Contract
Year
  End of
Year
Oldest
Attained
Age
 



Premium
 
Beginning of
Year
Contract
Value
 


Contract
Charges
 
Protective
Income
Manager
Withdrawal (A)  
 

Impact of
Fund
Performance (B)  
 
End of
Year
Contract
Value (C)  
 

Separate
Account
Performance
 

Protected
Lifetime
Payment
 


Annuity
Payment
 
 

1

     

81

   

$

100,000.00

   

$

100,000.00

   

$

2,453.28

   

$

4,391.35

   

$

(964.06

)

 

$

92,191.31

     

0.00

%

                 
 

2

     

82

   

$

0.00

   

$

92,191.31

   

$

2,352.83

   

$

4,391.35

   

$

(886.79

)

 

$

84,560.34

     

0.00

%

                 
 

3

     

83

   

$

0.00

   

$

84,560.34

   

$

2,254.67

   

$

4,391.35

   

$

(811.28

)

 

$

77,103.04

     

0.00

%

                 
 

4

     

84

   

$

0.00

   

$

77,103.04

   

$

2,158.74

   

$

4,391.35

   

$

(737.49

)

 

$

69,815.46

     

0.00

%

                 
 

5

     

85

   

$

0.00

   

$

69,815.46

   

$

2,064.99

   

$

4,391.35

   

$

(665.38

)

 

$

62,693.74

     

0.00

%

                 
 

6

     

86

   

$

0.00

   

$

62,693.74

   

$

1,973.38

   

$

4,391.35

   

$

(594.91

)

 

$

55,734.11

     

0.00

%

                 
 

7

     

87

   

$

0.00

   

$

55,734.11

   

$

1,883.85

   

$

4,391.35

   

$

(526.04

)

 

$

48,932.87

     

0.00

%

                 
 

8

     

88

   

$

0.00

   

$

48,932.87

   

$

1,796.36

   

$

4,391.35

   

$

(458.74

)

 

$

42,286.42

     

0.00

%

                 
 

9

     

89

   

$

0.00

   

$

42,286.42

   

$

1,710.86

   

$

4,391.35

   

$

(392.97

)

 

$

35,791.23

     

0.00

%

                 
 

10

     

90

   

$

0.00

   

$

35,791.23

   

$

1,627.31

   

$

4,391.35

   

$

(328.70

)

 

$

29,443.87

     

0.00

%

                 
 

11

     

91

   

$

0.00

   

$

29,443.87

   

$

1,545.66

   

$

4,391.35

   

$

(265.89

)

 

$

23,240.98

     

0.00

%

                 
 

12

     

92

   

$

0.00

   

$

23,240.98

   

$

1,465.86

   

$

4,391.35

   

$

(204.51

)

 

$

17,179.25

     

0.00

%

                 
 

13

     

93

   

$

0.00

   

$

17,179.25

   

$

1,387.89

   

$

4,391.35

   

$

(144.53

)

 

$

11,255.48

     

0.00

%

                 
 

14

     

94

   

$

0.00

   

$

11,255.48

   

$

1,311.69

   

$

4,391.35

   

$

(85.91

)

 

$

5,466.54

     

0.00

%

                 
 

15

     

95

   

$

0.00

   

$

5,466.54

   

$

1,237.22

   

$

4,391.35

   

$

(28.63

)

 

$

0.00

     

0.00

%

 

$

4,391.35

   

$

0.00

(D)

 

(A)   $4,391.35 equals .04391 (the Protective Income Manager Payment Factor in year one) x $100,000 (the initial Contract Value). The Protective Income Manager Payment Factor is based on the age of Joe (the younger Covered Person) on the Rider Issue Date, as well as his attained age on the date we calculate the Optimal Withdrawal Amount (which, in this example, is the full amount withdrawn each year).

(B)   The numbers in the Impact of Fund Performance column reflect the performance of the underlying funds and fund expenses.

(C)   The End of Year Contract Value is equal to the Beginning of Year Contract Value minus Contract Charges minus the PIM Withdrawal minus fund expenses.

(D)   On the Maximum Annuity Date, which is when Sally (the older Covered Person) reaches age 95, Sally and Joe must choose to receive annuity payments under their Contract or Protected Lifetime Payments under the rider. Because there is no Contract Value remaining to annuitize, Sally and Joe will receive Protected Lifetime Payments in an annual amount of $4,391.35 until they both die.


H-2



EXAMPLE 3—POSITIVE VARIABLE ACCOUNT PERFORMANCE

ASSUMPTIONS:

•  Covered Person #1, Joe, 60 years old on the Rider Issue Date

•  Covered Person #2, Sally, 80 years old on the Rider Issue Date

•  Purchased the Protective Income Manager Rider at the time of Contract purchase

•  Elected Joint Life Coverage

•  Began making Protective Income Manager Withdrawals immediately equal to the annual Optimal Withdrawal Amount

•  Variable Account performance (before all fees and charges): 7% in all years




Contract
Year
  End of
Year
Oldest
Attained
Age
 



Premium
 
Beginning of
Year
Contract
Value
 


Contract
Charges
 
Protective
Income
Manager
Withdrawal (A)  
 

Impact of
Fund
Performance (B)  
 
End of
Year
Contract
Value (C)  
 

Separate
Account
Performance
 

Protected
Lifetime
Payment
 


Annuity
Payment
 
 

1

     

81

   

$

100,000.00

   

$

100,000.00

   

$

2,493.32

   

$

4,391.35

   

$

5,755.27

   

$

98,870.59

     

7.00

%

                 
 

2

     

82

   

$

0.00

   

$

98,870.59

   

$

2,478.17

   

$

4,417.81

   

$

5,687.84

   

$

97,662.45

     

7.00

%

                 
 

3

     

83

   

$

0.00

   

$

97,662.45

   

$

2,461.98

   

$

4,443.84

   

$

5,615.56

   

$

96,372.18

     

7.00

%

                 
 

4

     

84

   

$

0.00

   

$

96,372.18

   

$

2,444.71

   

$

4,469.37

   

$

5,538.71

   

$

94,996.81

     

7.00

%

                 
 

5

     

85

   

$

0.00

   

$

94,996.81

   

$

2,426.30

   

$

4,494.34

   

$

5,456.67

   

$

93,532.84

     

7.00

%

                 
 

6

     

86

   

$

0.00

   

$

93,532.84

   

$

2,406.73

   

$

4,518.65

   

$

5,369.45

   

$

91,976.91

     

7.00

%

                 
 

7

     

87

   

$

0.00

   

$

91,976.91

   

$

2,385.95

   

$

4,542.21

   

$

5,277.45

   

$

90,326.21

     

7.00

%

                 
 

8

     

88

   

$

0.00

   

$

90,326.21

   

$

2,363.90

   

$

4,564.95

   

$

5,179.17

   

$

88,576.53

     

7.00

%

                 
 

9

     

89

   

$

0.00

   

$

88,576.53

   

$

2,340.55

   

$

4,586.72

   

$

5,075.38

   

$

86,724.64

     

7.00

%

                 
 

10

     

90

   

$

0.00

   

$

86,724.64

   

$

2,315.85

   

$

4,607.41

   

$

4,965.50

   

$

84,766.88

     

7.00

%

                 
 

11

     

91

   

$

0.00

   

$

84,766.88

   

$

2,289.75

   

$

4,626.88

   

$

4,849.02

   

$

82,699.27

     

7.00

%

                 
 

12

     

92

   

$

0.00

   

$

82,699.27

   

$

2,262.20

   

$

4,644.93

   

$

4,726.54

   

$

80,518.68

     

7.00

%

                 
 

13

     

93

   

$

0.00

   

$

80,518.68

   

$

2,233.17

   

$

4,661.41

   

$

4,597.58

   

$

78,221.69

     

7.00

%

                 
 

14

     

94

   

$

0.00

   

$

78,221.69

   

$

2,202.60

   

$

4,676.13

   

$

4,461.37

   

$

75,804.33

     

7.00

%

                 
 

15

     

95

   

$

0.00

   

$

75,804.33

   

$

2,170.44

   

$

4,688.81

   

$

4,318.36

   

$

73,263.44

     

7.00

%

 

$

4,391.35

   

$

4,564.76

(D)

 

(A)   $4,391.35 equals .04391 (the Protective Income Manager Payment Factor in year one) x $100,000 (the initial Contract Value). The Protective Income Manager Payment Factor is based on the age of Joe (the younger Covered Person) on the Rider Issue Date, as well as his attained age on the date we calculate the Optimal Withdrawal Amount (which, in this example, is the full amount withdrawn each year).

(B)   The numbers in the Impact of Fund Performance column reflect the performance of the underlying funds and fund expenses.

(C)   The End of Year Contract Value is equal to the Beginning of Year Contract Value minus Contract Charges minus the PIM Withdrawal minus fund expenses.

(D)   On the Maximum Annuity Date, which is when Sally (the older Covered Person) reaches age 95, Sally and Joe must choose to receive annuity payments under their Contract or Protected Lifetime Payments under the rider. Because the annuity payments of $4,564.76 are greater than Protected Lifetime Payments of $4,391.35, Sally and Joe will receive annuity payments in an annual amount of $4,564.76 until they both die. The $4,564.76 represents Annuity Option B — Life Income With Or Without A Certain Period under the Contract with a 10-year Certain Period, assuming a 4% current interest rate.


H-3




Please tear off, complete and return this form to order a free Statement of Additional Information for the Contracts offered under the prospectus. Address the form to Protective Life's Life and Annuity Division, customer service center at the address shown on the cover.

Please send me a free copy of the Statement of Additional Information for the Protective Variable Annuity NY II B Series Contract.

_____________________________________________________________________________________________________________________
Name:
 
_____________________________________________________________________________________________________________________
Address
 
_____________________________________________________________________________________________________________________
City, State, Zip
 
_____________________________________________________________________________________________________________________
Daytime Telephone Number
 



PART B

INFORMATION REQUIRED TO BE IN
THE STATEMENT OF ADDITIONAL INFORMATION



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

P.O. Box 10648
Birmingham, Alabama 35202-0648
Telephone: 1-800-456-6330

STATEMENT OF ADDITIONAL INFORMATION
VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE
PROTECTIVE VARIABLE ANNUITY NY II B SERIES
A FLEXIBLE PREMIUM
DEFERRED VARIABLE AND FIXED ANNUITY CONTRACT

This Statement of Additional Information contains information in addition to the information described in the Prospectuses for the Protective Variable Annuity NY II B Series, an individual flexible premium deferred variable and fixed annuity contract (the "Contract") offered by Protective Life and Annuity Insurance Company. This Statement of Additional Information is not a Prospectus. It should be read only in conjunction with the Prospectuses for the Contract and the Funds. The Prospectus for the Contracts is dated the same as this Statement of Additional Information. You may obtain a copy of the Prospectus by writing or calling us at our address or phone number shown above.

THE DATE OF THIS STATEMENT OF ADDITIONAL INFORMATION IS JULY 20, 2015.



STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

   

Page

 

SAFEKEEPING OF ACCOUNT ASSETS

   

1

   

STATE REGULATION

   

1

   

RECORDS AND REPORTS

   

1

   

LEGAL MATTERS

   

1

   

EXPERTS

   

1

   

OTHER INFORMATION

   

2

   

FINANCIAL STATEMENTS

   

2

   


SAFEKEEPING OF ACCOUNT ASSETS

Title to the assets of the Variable Account is held by Protective Life. The assets are kept physically segregated and held separate and apart from the Company's General Account assets and from the assets in any other separate account.

Records are maintained of all purchases and redemptions of Fund shares held by each of the Sub-Accounts.

The officers and employees of Protective Life are covered by an insurance company blanket bond issued in the amount of $20 million dollars. The bond insures against dishonest and fraudulent acts of officers and employees.

STATE REGULATION

Protective Life is subject to regulation and supervision by the Department of Insurance of the State of Alabama which periodically examines its affairs. It is also subject to the insurance laws and regulations of all jurisdictions where it is authorized to do business. Where required, a copy of the Contract form has been filed with, and, if applicable, approved by, insurance officials in each jurisdiction where the Contracts are sold. Protective Life is required to submit annual statements of its operations, including financial statements, to the insurance departments of the various jurisdictions in which it does business for the purposes of determining solvency and compliance with local insurance laws and regulations.

RECORDS AND REPORTS

Protective Life will maintain all records and accounts relating to the Variable Account. As presently required by the 1940 Act and regulations promulgated thereunder, reports containing such information as may be required under the Act or by any other applicable law or regulation will be sent to Owner(s) periodically at the last known address.

LEGAL MATTERS

Sutherland Asbill & Brennan LLP of Washington, D. C. has provided advice on certain matters relating to the federal securities laws.

EXPERTS

The statement of assets and liabilities of Variable Annuity Account A of Protective Life as of December 31, 2014 and the related statement of operations for the year then ended and the statement of changes in net assets for the years ended December 31, 2014 and 2013 included in this SAI have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The statutory financial statements and schedules of Protective Life and Annuity Insurance Company as of December 31, 2014 and 2013, and for the years then ended (prepared using accounting practices prescribed or permitted by the Insurance Department of the State of Alabama) included in this SAI have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The principal business address of PricewaterhouseCoopers LLP is 569 Brookwood Village Suite 851, Birmingham, Alabama 35209.


1



OTHER INFORMATION

A registration statement has been filed with the SEC under the Securities Act of 1933 as amended, with respect to the Contracts discussed in this Statement of Additional Information. Not all the information set forth in the registration statement, amendments and exhibits thereto has been included in this Statement of Additional Information. Statements contained in this Statement of Additional Information concerning the content of the Contracts and other legal instruments are intended to be summaries. For a complete statement of the terms of these documents, reference should be made to the instruments filed with the SEC at 100 F Street, N. E., Washington, D.C. 20549.

FINANCIAL STATEMENTS

The audited statement of assets and liabilities of the Variable Annuity Account A of Protective Life as of December 31, 2014 and the related statement of operations for the year then ended and the changes in net assets for the years ended December 31, 2014 and 2013 as well as the Report of Independent Registered Public Accounting Firm are contained herein.

The statutory financial statements of Protective Life as of December 31, 2014 and 2013 and the related statutory statements of operations, changes in capital and surplus, and cash flows for each of the two years ended December 31, 2014 as well as the Report of Independent Auditors are contained herein. Protective Life's Financial Statements should be considered only as bearing on its ability to meet its obligations under the Contracts. They should not be considered as bearing on the investment performance of the assets held in Variable Annuity Account A of Protective Life.

Financial Statements follow this page.


2




INDEX TO FINANCIAL STATEMENTS

VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

 

Report of Independent Registered Public Accounting Firm

 

F-2

 

Statement of Assets and Liabilities as of December 31, 2014

 

F-3

 

Statement of Operations for the year ended December 31, 2014

 

F-13

 

Statement of Changes in Net Assets for the year ended December 31, 2014

 

F-23

 

Statement of Changes in Net Assets for the year ended December 31, 2013

 

F-33

 

Notes to Financial Statements

 

F-43

 

PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

 
Report of Independent Auditors  

F-66

 
Statements of Admitted Assets, Liabilities, and Capital and Surplus ended December 31, 2014,
and 2013
 

F-68

 
Statement of Operations as of December 31, 2014 and 2013  

F-69

 
Statement of Changes in Capital and Surplus  

F-70

 
Statements of Cash Flows for the years ended December 31, 2014, and 2013  

F-71

 
Notes to Consolidated Financial Statements  

F-72

 

Supplemental Schedules:

 
Selected Financial Data Schedule  

S-1

 
Summary Investment Schedule  

S-4

 
Investment Risk Interrogatories  

S-5

 

All other schedules to the consolidated financial statements required by Article 7 of Regulation S-X are not required under the related instructions or are inapplicable and therefore have been omitted.


F-1




Report of Independent Registered Public Accounting Firm

To the Contract Owners of the Variable Annuity Account A of Protective Life
and the Board of Directors of Protective Life and Annuity Insurance Company:

In our opinion, the accompanying statement of assets and liabilities and the related statements of operations and of changes in net assets present fairly, in all material respects, the financial position of each of the subaccounts listed in Note 1 of the Variable Annuity Account A of Protective Life (the "Separate Account") at December 31, 2014, and the results of each of their operations for the year then ended and the changes in each of their net assets for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the management of Protective Life and Annuity Insurance Company. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of investments at December 31, 2014 by correspondence with the transfer agents of the investee mutual funds, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Birmingham, Alabama
April 24, 2015


F-2




THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF ASSETS AND LIABILITIES
As of December 31, 2014
($ in thousands, except Fair Value per Share)

   

Goldman Sachs Variable Insurance Trust

 
    Goldman
Sachs
Large Cap
Value
  Goldman
Sachs
Strategic
International
Equity
  Goldman
Sachs
US Equity
Insights
  Goldman
Sachs
Small Cap
Equity
Insights
  Goldman
Sachs
Strategic
Growth
  Goldman
Sachs
Strategic
Growth SC
  Goldman
Sachs
Large Cap
Value
Fund SC
  Goldman
Sachs
Strategic
International
Equity SC
  Goldman
Sachs
US Equity
Insights SC
  Goldman
Sachs VIT
Growth
Opportunities
SC
 

Assets

 

Investments in subaccounts at fair value

 

$

28

   

$

28

   

$

66

   

$

64

   

$

144

   

$

4,549

   

$

2,227

   

$

380

   

$

16

   

$

958

   
Receivable from Protective Life & Annuity
Insurance Company
   

     

     

     

     

     

     

     

     

     

   

Total Assets

   

28

     

28

     

66

     

64

     

144

     

4,549

     

2,227

     

380

     

16

     

958

   

Liabilities

 
Payable to Protective Life & Annuity Insurance
Company
   

     

     

     

     

     

     

     

     

     

   

Net Assets

 

$

28

   

$

28

   

$

66

   

$

64

   

$

144

   

$

4,549

   

$

2,227

   

$

380

   

$

16

   

$

958

   

Units Outstanding

   

826

     

1,448

     

1,481

     

1,487

     

3,825

     

250,379

     

125,051

     

31,247

     

733

     

51,031

   

Shares Owned in each Portfolio

   

2,484

     

3,021

     

3,633

     

4,675

     

8,922

     

281,999

     

195,693

     

40,926

     

888

     

124,606

   

Fair Value per Share

 

$

11.39

   

$

9.26

   

$

18.12

   

$

13.67

   

$

16.16

   

$

16.13

   

$

11.38

   

$

9.28

   

$

18.17

   

$

7.69

   

Investment in Portfolio shares, at Cost

 

$

28

   

$

43

   

$

54

   

$

53

   

$

115

   

$

4,020

   

$

2,029

   

$

338

   

$

8

   

$

979

   

The accompanying notes are an integral part of these financial statements.
F-3



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
As of December 31, 2014
($ in thousands, except Fair Value per Share)

    Goldman Sachs Variable
Insurance Trust
 

MFS Variable Insurance Trust

 
    Goldman
Sachs
Mid Cap
Value SC
  Goldman
Sachs
Global
Markets
Navigator SC
  MFS
Growth
Series IC
  MFS
Research IC
  MFS
Investors
Trust IC
  MFS
Total
Return IC
  MFS New
Discovery IC
  MFS
Utilities IC
  MFS
Growth
Series SC
  MFS
Research SC
 

Assets

 

Investments in subaccounts at fair value

 

$

3,228

   

$

94

   

$

100

   

$

39

   

$

90

   

$

94

   

$

18

   

$

72

   

$

1,365

   

$

183

   
Receivable from Protective Life & Annuity
Insurance Company
   

     

     

     

     

     

     

     

     

     

   

Total Assets

   

3,228

     

94

     

100

     

39

     

90

     

94

     

18

     

72

     

1,365

     

183

   

Liabilities

 
Payable to Protective Life & Annuity Insurance
Company
   

     

     

     

     

     

     

     

     

     

   

Net Assets

 

$

3,228

   

$

94

   

$

100

   

$

39

   

$

90

   

$

94

   

$

18

   

$

72

   

$

1,365

   

$

183

   

Units Outstanding

   

196,934

     

8,427

     

3,649

     

1,632

     

3,945

     

3,662

     

502

     

1,914

     

81,030

     

9,031

   

Shares Owned in each Portfolio

   

185,011

     

7,966

     

2,510

     

1,334

     

2,957

     

3,857

     

1,087

     

2,122

     

35,196

     

6,348

   

Fair Value per Share

 

$

17.45

   

$

11.82

   

$

39.75

   

$

29.11

   

$

30.41

   

$

24.31

   

$

16.32

   

$

33.96

   

$

38.77

   

$

28.84

   

Investment in Portfolio shares, at Cost

 

$

3,029

   

$

93

   

$

57

   

$

24

   

$

59

   

$

71

   

$

15

   

$

55

   

$

1,158

   

$

170

   

The accompanying notes are an integral part of these financial statements.
F-4



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
As of December 31, 2014
($ in thousands, except Fair Value per Share)

   

MFS Variable Insurance Trust

  MFS Variable
Insurance Trust II
 
    MFS
Investors
Trust SC
  MFS
Total
Return SC
  MFS New
Discovery SC
  MFS
Utilities SC
  MFS
Investors
Growth
Stock SC
  MFS VIT
Research
Bond SC
  MFS VIT
Value SC
  MFS VIT II
Emerging
Markets
Equity SC
  MFS VIT II
International
Value SC
 

Assets

 

Investments in subaccounts at fair value

 

$

2,892

   

$

1,001

   

$

1,242

   

$

1,242

   

$

394

   

$

2,694

   

$

4,062

   

$

43

   

$

272

   
Receivable from Protective Life & Annuity Insurance
Company
   

     

     

     

     

     

     

     

     

   

Total Assets

   

2,892

     

1,001

     

1,242

     

1,242

     

394

     

2,694

     

4,062

     

43

     

272

   

Liabilities

 

Payable to Protective Life & Annuity Insurance Company

   

     

     

     

     

     

     

     

     

   

Net Assets

 

$

2,892

   

$

1,001

   

$

1,242

   

$

1,242

   

$

394

   

$

2,694

   

$

4,062

   

$

43

   

$

272

   

Units Outstanding

   

165,858

     

62,397

     

56,807

     

60,119

     

32,264

     

238,252

     

243,152

     

5,047

     

20,532

   

Shares Owned in each Portfolio

   

95,997

     

41,780

     

81,181

     

37,104

     

25,212

     

202,886

     

202,590

     

3,283

     

12,675

   

Fair Value per Share

 

$

30.13

   

$

23.95

   

$

15.30

   

$

33.48

   

$

15.63

   

$

13.28

   

$

20.05

   

$

13.24

   

$

21.44

   

Investment in Portfolio shares, at Cost

 

$

2,312

   

$

851

   

$

1,321

   

$

1,014

   

$

296

   

$

2,650

   

$

3,225

   

$

46

   

$

244

   

The accompanying notes are an integral part of these financial statements.
F-5



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
As of December 31, 2014
($ in thousands, except Fair Value per Share)

   

Oppenheimer Variable Account Funds

 
    Oppenheimer
Money
Fund/VA
  Oppenheimer
Discovery
Mid Cap
Growth
Fund/VA
  Oppenheimer
Capital
Appreciation
Fund/VA
  Oppenheimer
Main Street
Fund/VA
  Oppenheimer
Global
Strategic
Income
Fund/VA
  Oppenheimer
Global
Fund/VA
  Oppenheimer
Discovery
Mid Cap
Growth
Fund/VA SC
  Oppenheimer
Capital
Appreciation
Fund/VA SC
  Oppenheimer
Main Street
Fund/VA SC
 

Assets

 

Investments in subaccounts at fair value

 

$

14,809

   

$

82

   

$

119

   

$

22

   

$

80

   

$

188

   

$

   

$

436

   

$

783

   
Receivable from Protective Life & Annuity
Insurance Company
       

     

     

     

     

     

     

     

   

Total Assets

   

14,809

     

82

     

119

     

22

     

80

     

188

     

     

436

     

783

   

Liabilities

 
Payable to Protective Life & Annuity
Insurance Company
   

     

     

     

     

     

     

     

     

   

Net Assets

 

$

14,809

   

$

82

   

$

119

   

$

22

   

$

80

   

$

188

   

$

   

$

436

   

$

783

   

Units Outstanding

   

5,394,008

     

3,858

     

4,542

     

997

     

3,767

     

5,344

     

     

21,911

     

44,204

   

Shares Owned in each Portfolio

   

14,809,162

     

1,036

     

1,829

     

645

     

15,135

     

4,749

     

     

6,778

     

23,486

   

Fair Value per Share

 

$

1.00

   

$

78.82

   

$

64.87

   

$

33.61

   

$

5.30

   

$

39.50

   

$

76.21

   

$

64.30

   

$

33.33

   

Investment in Portfolio shares, at Cost

 

$

14,809

   

$

58

   

$

70

   

$

11

   

$

74

   

$

148

   

$

   

$

331

   

$

552

   

The accompanying notes are an integral part of these financial statements.
F-6



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
As of December 31, 2014
($ in thousands, except Fair Value per Share)

    Oppenheimer Variable
Account Funds
 

Invesco Variable Insurance Funds

 
    Oppenheimer
Global
Strategic
Income
Fund/VA SC
  Oppenheimer
Global
Fund/VA SC
  Invesco VI
American
Franchise I
  Invesco VI
Comstock I
  Invesco VI
Growth &
Income I
  Invesco VI
Mid-Cap
Growth II
  Invesco VI
Equity and
Income II
  Invesco VI
Comstock II
  Invesco VI
Growth &
Income II
  Invesco VI
American
Value II
 

Assets

 

Investments in subaccounts at fair value

 

$

7,292

   

$

3,368

   

$

105

   

$

239

   

$

128

   

$

976

   

$

3,215

   

$

1,333

   

$

8,349

   

$

204

   
Receivable from Protective Life & Annuity
Insurance Company
   

     

     

     

     

     

     

     

     

     

   

Total Assets

   

7,292

     

3,368

     

105

     

239

     

128

     

976

     

3,215

     

1,333

     

8,349

     

204

   

Liabilities

 
Payable to Protective Life & Annuity Insurance
Company
   

     

     

     

     

     

     

     

     

     

   

Net Assets

 

$

7,292

   

$

3,368

   

$

105

   

$

239

   

$

128

   

$

976

   

$

3,215

   

$

1,333

   

$

8,349

   

$

204

   

Units Outstanding

   

552,069

     

182,868

     

12,968

     

9,244

     

5,744

     

98,505

     

192,453

     

76,938

     

474,446

     

11,689

   

Shares Owned in each Portfolio

   

1,345,349

     

86,107

     

1,906

     

12,449

     

5,102

     

170,032

     

170,469

     

69,853

     

332,765

     

10,332

   

Fair Value per Share

 

$

5.42

   

$

39.11

   

$

54.88

   

$

19.16

   

$

25.15

   

$

5.74

   

$

18.86

   

$

19.08

   

$

25.09

   

$

19.75

   

Investment in Portfolio shares, at Cost

 

$

7,601

   

$

2,839

   

$

88

   

$

150

   

$

89

   

$

710

   

$

2,765

   

$

1,027

   

$

6,974

   

$

185

   

The accompanying notes are an integral part of these financial statements.
F-7



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
As of December 31, 2014
($ in thousands, except Fair Value per Share)

   

Invesco Variable Insurance Funds

  The
Universal
Institutional
Funds, Inc.
 

Lord Abbett Series Fund, Inc.

 
    Invesco VI
Balanced
Risk
Allocation II
  Invesco VI
Government
Securities II
  Invesco VI
International
Growth II
  Invesco VI
Global Real
Estate II
  Invesco VI
Small Cap
Equity II
  UIF Global
Real Estate II
  Lord Abbett
Growth &
Income VC
  Lord Abbett
Bond
Debenture VC
  Lord Abbett
Mid Cap
Stock VC
  Lord Abbett
Growth
Opportunities
VC
 

Assets

 

Investments in subaccounts at fair value

 

$

13,527

   

$

1,094

   

$

118

   

$

532

   

$

40

   

$

1,056

   

$

632

   

$

10,673

   

$

351

   

$

401

   
Receivable from Protective Life & Annuity
Insurance Company
   

             

     

     

     

     

     

     

           

Total Assets

   

13,527

     

1,094

     

118

     

532

     

40

     

1,056

     

632

     

10,673

     

351

     

401

   

Liabilities

 
Payable to Protective Life & Annuity
Insurance Company
   

     

     

     

     

     

     

     

     

     

   

Net Assets

 

$

13,527

   

$

1,094

   

$

118

   

$

532

   

$

40

   

$

1,056

   

$

632

   

$

10,673

   

$

351

   

$

401

   

Units Outstanding

   

1,114,608

     

105,384

     

9,936

     

41,478

     

2,948

     

83,136

     

37,032

     

670,334

     

19,933

     

21,453

   

Shares Owned in each Portfolio

   

1,111,486

     

94,011

     

3,420

     

31,691

     

1,750

     

99,930

     

17,779

     

897,655

     

13,504

     

31,084

   

Fair Value per Share

 

$

12.17

   

$

11.64

   

$

34.42

   

$

16.79

   

$

22.97

   

$

10.57

   

$

35.54

   

$

11.89

   

$

26.02

   

$

12.91

   

Investment in Portfolio shares, at Cost

 

$

13,942

   

$

1,160

   

$

116

   

$

483

   

$

39

   

$

909

   

$

405

   

$

11,187

   

$

250

   

$

461

   

The accompanying notes are an integral part of these financial statements.
F-8



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
As of December 31, 2014
($ in thousands, except Fair Value per Share)

   

Lord Abbett Series Fund, Inc.

 

Fidelity Variable Insurance Products

 
    Lord Abbett
Calibrated
Dividend
Growth VC
  Lord Abbett
International
Opportunities
VC
  Lord Abbett
Classic
Stock VC
  Lord Abbett
Series
Fundamental
Equity VC
  Fidelity
Index 500
Portfolio SC2
  Fidelity
Contrafund
Portfolio SC2
  Fidelity
Mid Cap SC2
  Fidelity
Equity
Income SC2
  Fidelity
Investment
Grade
Bonds SC2
 

Assets

 

Investments in subaccounts at fair value

 

$

563

   

$

141

   

$

647

   

$

5,494

   

$

4,848

   

$

8,625

   

$

4,992

   

$

156

   

$

5,594

   
Receivable from Protective Life & Annuity Insurance
Company
   

             

     

     

     

     

     

           

Total Assets

   

563

     

141

     

647

     

5,494

     

4,848

     

8,625

     

4,992

     

156

     

5,594

   

Liabilities

 
Payable to Protective Life & Annuity Insurance
Company
   

     

     

     

     

     

     

     

     

   

Net Assets

 

$

563

   

$

141

   

$

647

   

$

5,494

   

$

4,848

   

$

8,625

   

$

4,992

   

$

156

   

$

5,594

   

Units Outstanding

   

27,520

     

10,308

     

44,226

     

344,734

     

297,115

     

524,002

     

314,986

     

8,637

     

473,240

   

Shares Owned in each Portfolio

   

36,186

     

17,449

     

45,698

     

295,204

     

23,531

     

235,013

     

135,499

     

6,567

     

447,173

   

Fair Value per Share

 

$

15.55

   

$

8.07

   

$

14.15

   

$

18.61

   

$

206.02

   

$

36.70

   

$

36.84

   

$

23.83

   

$

12.51

   

Investment in Portfolio shares, at Cost

 

$

562

   

$

145

   

$

632

   

$

5,633

   

$

3,560

   

$

6,450

   

$

4,614

   

$

92

   

$

5,752

   

The accompanying notes are an integral part of these financial statements.
F-9



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
As of December 31, 2014
($ in thousands, except Fair Value per Share)

   

Franklin Templeton Variable Insurance Products Trust

 
    Franklin
Flex Cap
Growth
VIP CL 2
  Franklin
Income
VIP CL 2
  Franklin
Rising
Dividend
VIP CL 2
  Franklin
Small-Mid
Cap Growth
VIP CL 2
  Franklin
Small Cap
Value
VIP CL 2
  Franklin US
Government
Securities
VIP CL 2
  Templeton
Growth
VIP CL 2
  Templeton
Foreign
VIP CL 2
  Templeton
Global
Bond VIP
Fund CL 2
 

Assets

 

Investments in subaccounts at fair value

 

$

203

   

$

3,648

   

$

7,404

   

$

960

   

$

1,315

   

$

6,447

   

$

340

   

$

1,391

   

$

10,524

   
Receivable from Protective Life & Annuity Insurance
Company
       

             

     

     

     

     

           

Total Assets

   

203

     

3,648

     

7,404

     

960

     

1,315

     

6,447

     

340

     

1,391

     

10,524

   

Liabilities

 
Payable to Protective Life & Annuity Insurance
Company
   

     

     

     

     

     

     

     

     

   

Net Assets

 

$

203

   

$

3,648

   

$

7,404

   

$

960

   

$

1,315

   

$

6,447

   

$

340

   

$

1,391

   

$

10,524

   

Units Outstanding

   

13,374

     

261,067

     

462,909

     

60,708

     

77,540

     

594,813

     

23,680

     

128,941

     

873,788

   

Shares Owned in each Portfolio

   

12,214

     

227,998

     

254,783

     

40,765

     

58,910

     

506,458

     

23,254

     

92,403

     

584,995

   

Fair Value per Share

 

$

16.61

   

$

16.00

   

$

29.06

   

$

23.56

   

$

22.32

   

$

12.73

   

$

14.61

   

$

15.05

   

$

17.99

   

Investment in Portfolio shares, at Cost

 

$

179

   

$

3,363

   

$

5,697

   

$

872

   

$

1,084

   

$

6,691

   

$

313

   

$

1,250

   

$

11,078

   

The accompanying notes are an integral part of these financial statements.
F-10



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
As of December 31, 2014
($ in thousands, except Fair Value per Share)

    Franklin Templeton
Variable Insurance
Products Trust
 

Legg Mason Partners Variable Equity Trust

 

PIMCO Variable Insurance Trust

 
    Templeton
Developing
Markets
VIP CL 2
  Franklin
Mutual
Shares
VIP CL 2
  ClearBridge
Variable
Mid Cap
Core II
  ClearBridge
Variable
Small Cap
Growth II
  QS Legg
Mason
Dynamic
Multi-Strategy
VIT II
  PIMCO VIT
Long-Term US
Government
Advisor
  PIMCO VIT
Low Duration
Advisor
  PIMCO VIT
Real Return
Advisor
  PIMCO VIT
Short-Term
Advisor
 

Assets

 

Investments in subaccounts at fair value

 

$

153

   

$

6,878

   

$

1,746

   

$

1,203

   

$

13,963

   

$

1,289

   

$

2,826

   

$

8,819

   

$

2,075

   
Receivable from Protective Life & Annuity Insurance
Company
   

             

     

     

     

                           

Total Assets

   

153

     

6,878

     

1,746

     

1,203

     

13,963

     

1,289

     

2,826

     

8,819

     

2,075

   

Liabilities

 
Payable to Protective Life & Annuity Insurance
Company
   

     

     

     

     

     

     

     

     

   

Net Assets

 

$

153

   

$

6,878

   

$

1,746

   

$

1,203

   

$

13,963

   

$

1,289

   

$

2,826

   

$

8,819

   

$

2,075

   

Units Outstanding

   

17,482

     

475,335

     

103,236

     

58,931

     

1,130,282

     

95,091

     

273,471

     

828,668

     

209,432

   

Shares Owned in each Portfolio

   

16,654

     

304,323

     

93,621

     

55,240

     

1,069,115

     

106,998

     

267,097

     

688,477

     

202,231

   

Fair Value per Share

 

$

9.20

   

$

22.60

   

$

18.65

   

$

21.78

   

$

13.06

   

$

12.05

   

$

10.58

   

$

12.81

   

$

10.26

   

Investment in Portfolio shares, at Cost

 

$

170

   

$

5,430

   

$

1,665

   

$

1,104

   

$

11,823

   

$

1,368

   

$

2,826

   

$

9,759

   

$

2,068

   

The accompanying notes are an integral part of these financial statements.
F-11



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
As of December 31, 2014
($ in thousands, except Fair Value per Share)

   

PIMCO Variable Insurance Trust

 

Royce Capital Fund

 
    PIMCO VIT
Total Return
Advisor
  PIMCO VIT
All Asset
Advisor
  PIMCO VIT
Global
Diversified
Allocation
Portfolio
  Royce
Capital Fund
Micro-Cap SC
  Royce
Capital Fund
Small-Cap SC
 

Assets

 

Investments in subaccounts at fair value

 

$

16,662

   

$

99

   

$

174

   

$

624

   

$

3,947

   

Receivable from Protective Life & Annuity Insurance Company

   

     

     

     

     

   

Total Assets

   

16,662

     

99

     

174

     

624

     

3,947

   

Liabilities

 

Payable to Protective Life & Annuity Insurance Company

   

     

     

     

     

   

Net Assets

 

$

16,662

   

$

99

   

$

174

   

$

624

   

$

3,947

   

Units Outstanding

   

1,506,083

     

9,464

     

15,761

     

53,063

     

258,519

   

Shares Owned in each Portfolio

   

1,487,685

     

9,429

     

16,718

     

55,572

     

317,275

   

Fair Value per Share

 

$

11.20

   

$

10.47

   

$

10.40

   

$

11.23

   

$

12.44

   

Investment in Portfolio shares, at Cost

 

$

16,970

   

$

106

   

$

178

   

$

622

   

$

3,894

   

The accompanying notes are an integral part of these financial statements.
F-12




THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF OPERATIONS
For the Year Ended December 31, 2014
($ in thousands)

   

Goldman Sachs Variable Insurance Trust

 
    Goldman
Sachs
Large Cap
Value
  Goldman
Sachs
Strategic
International
Equity
  Goldman
Sachs
US Equity
Insights
  Goldman
Sachs
Small Cap
Equity
Insights
  Goldman
Sachs
Strategic
Growth
  Goldman
Sachs
Strategic
Growth SC
  Goldman
Sachs
Large Cap
Value
Fund SC
  Goldman
Sachs
Strategic
International
Equity SC
  Goldman
Sachs
US Equity
Insights SC
  Goldman
Sachs VIT
Growth
Opportunities
SC
 

Investment Income

 

Dividend income

 

$

   

$

1

   

$

1

   

$

   

$

1

   

$

5

   

$

24

   

$

14

   

$

   

$

   

Expenses

 
Mortality and expense risk and administrative
charges
   

     

     

1

     

1

     

2

     

61

     

32

     

13

     

     

13

   

Net investment income (loss)

   

     

1

     

     

(1

)

   

(1

)

   

(56

)

   

(8

)

   

1

     

     

(13

)

 
Net Realized and Unrealized Gains (Losses)
on Investments
 
Net realized gain (loss) on redemption of
investment shares
   

     

(1

)

   

     

     

     

148

     

57

     

121

     

1

     

7

   

Capital gain distributions

   

5

     

     

3

     

9

     

27

     

846

     

403

     

     

1

     

181

   

Net realized gain (loss) on investments

   

5

     

(1

)

   

3

     

9

     

27

     

994

     

460

     

121

     

2

     

188

   
Net unrealized appreciation (depreciation) on
investments
   

(2

)

   

(2

)

   

6

     

(5

)

   

(11

)

   

(477

)

   

(218

)

   

(187

)

   

     

(103

)

 
Net realized and unrealized gain (loss) on
investments
   

3

     

(3

)

   

9

     

4

     

16

     

517

     

242

     

(66

)

   

2

     

85

   
Net Increase (Decrease) in Net Assets
Resulting from Operations
 

$

3

   

$

(2

)

 

$

9

   

$

3

   

$

15

   

$

461

   

$

234

   

$

(65

)

 

$

2

   

$

72

   

The accompanying notes are an integral part of these financial statements.
F-13



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF OPERATIONS, CONTINUED
For the Year Ended December 31, 2014
($ in thousands)

    Goldman Sachs
Variable Insurance Trust
 

MFS Variable Insurance Trust

 
    Goldman
Sachs
Mid Cap
Value SC
  Goldman
Sachs
Global
Markets
Navigator SC
  MFS
Growth
Series IC
  MFS
Research IC
  MFS
Investors
Trust IC
  MFS
Total
Return IC
  MFS New
Discovery IC
  MFS
Utilities IC
  MFS
Growth
Series SC
  MFS
Research SC
 

Investment Income

 

Dividend income

 

$

24

   

$

   

$

   

$

   

$

1

   

$

2

   

$

   

$

1

   

$

   

$

1

   

Expenses

 
Mortality and expense risk and administrative
charges
   

47

     

1

     

1

     

1

     

1

     

1

     

     

1

     

16

     

2

   

Net investment income (loss)

   

(23

)

   

(1

)

   

(1

)

   

(1

)

   

     

1

     

     

     

(16

)

   

(1

)

 
Net Realized and Unrealized Gains (Losses)
on Investments
 
Net realized gain (loss) on redemption of
investment shares
   

113

     

     

2

     

     

1

     

     

     

     

12

     

11

   

Capital gain distributions

   

524

     

1

     

6

     

3

     

7

     

2

     

4

     

3

     

91

     

14

   

Net realized gain (loss) on investments

   

637

     

1

     

8

     

3

     

8

     

2

     

4

     

3

     

103

     

25

   
Net unrealized appreciation (depreciation) on
investments
   

(302

)

   

1

     

     

1

     

     

4

     

(5

)

   

4

     

(16

)

   

(16

)

 
Net realized and unrealized gain (loss) on
investments
   

335

     

2

     

8

     

4

     

8

     

6

     

(1

)

   

7

     

87

     

9

   
Net Increase (Decrease) in Net Assets
Resulting from Operations
 

$

312

   

$

1

   

$

7

   

$

3

   

$

8

   

$

7

   

$

(1

)

 

$

7

   

$

71

   

$

8

   

The accompanying notes are an integral part of these financial statements.
F-14



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF OPERATIONS, CONTINUED
For the Year Ended December 31, 2014
($ in thousands)

   

MFS Variable Insurance Trust

  MFS Variable
Insurance Trust II
 
    MFS
Investors
Trust SC
  MFS
Total
Return SC
  MFS New
Discovery SC
  MFS
Utilities SC
  MFS
Investors
Growth
Stock SC
  MFS VIT
Research
Bond SC
  MFS VIT
Value SC
  MFS VIT II
Emerging
Markets
Equity SC
  MFS VIT II
International
Value SC
 

Investment Income

 

Dividend income

 

$

21

   

$

15

   

$

   

$

29

   

$

1

   

$

76

   

$

50

   

$

2

   

$

9

   

Expenses

 

Mortality and expense risk and administrative charges

   

38

     

13

     

28

     

21

     

7

     

38

     

54

     

3

     

6

   

Net investment income (loss)

   

(17

)

   

2

     

(28

)

   

8

     

(6

)

   

38

     

(4

)

   

(1

)

   

3

   

Net Realized and Unrealized Gains (Losses) on Investments

 

Net realized gain (loss) on redemption of investment shares

   

129

     

5

     

184

     

32

     

63

     

2

     

88

     

(26

)

   

14

   

Capital gain distributions

   

216

     

23

     

263

     

56

     

20

     

     

117

     

     

   

Net realized gain (loss) on investments

   

345

     

28

     

447

     

88

     

83

     

2

     

205

     

(26

)

   

14

   

Net unrealized appreciation (depreciation) on investments

   

(159

)

   

27

     

(755

)

   

36

     

(42

)

   

71

     

27

     

3

     

(31

)

 

Net realized and unrealized gain (loss) on investments

   

186

     

55

     

(308

)

   

124

     

41

     

73

     

232

     

(23

)

   

(17

)

 
Net Increase (Decrease) in Net Assets Resulting from
Operations
 

$

169

   

$

57

   

$

(336

)

 

$

132

   

$

35

   

$

111

   

$

228

   

$

(24

)

 

$

(14

)

 

The accompanying notes are an integral part of these financial statements.
F-15



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF OPERATIONS, CONTINUED
For the Year Ended December 31, 2014
($ in thousands)

   

Oppenheimer Variable Account Funds

 
    Oppenheimer
Money
Fund/VA
  Oppenheimer
Discovery
Mid Cap
Growth
Fund/VA
  Oppenheimer
Capital
Appreciation
Fund/VA
  Oppenheimer
Main Street
Fund/VA
  Oppenheimer
Global
Strategic
Income
Fund/VA
  Oppenheimer
Global
Fund/VA
  Oppenheimer
Discovery
Mid Cap
Growth
Fund/VA SC
  Oppenheimer
Capital
Appreciation
Fund/VA SC
  Oppenheimer
Main Street
Fund/VA SC
 

Investment Income

 

Dividend income

 

$

1

   

$

   

$

1

   

$

   

$

4

   

$

2

   

$

   

$

1

   

$

5

   

Expenses

 
Mortality and expense risk and administrative
charges
   

109

     

1

     

2

     

     

1

     

3

     

     

5

     

11

   

Net investment income (loss)

   

(108

)

   

(1

)

   

(1

)

   

     

3

     

(1

)

   

     

(4

)

   

(6

)

 
Net Realized and Unrealized Gains (Losses)
on Investments
 
Net realized gain (loss) on redemption of
investment shares
   

     

2

     

7

     

     

1

     

4

     

3

     

8

     

35

   

Capital gain distributions

   

     

     

3

     

     

     

9

     

     

7

     

16

   

Net realized gain (loss) on investments

   

     

2

     

10

     

     

1

     

13

     

3

     

15

     

51

   
Net unrealized appreciation (depreciation) on
investments
   

(1

)

   

3

     

7

     

2

     

(3

)

   

(9

)

   

(3

)

   

26

     

13

   
Net realized and unrealized gain (loss) on
investments
   

(1

)

   

5

     

17

     

2

     

(2

)

   

4

     

     

41

     

64

   
Net Increase (Decrease) in Net Assets
Resulting from Operations
 

$

(109

)

 

$

4

   

$

16

   

$

2

   

$

1

   

$

3

   

$

   

$

37

   

$

58

   

The accompanying notes are an integral part of these financial statements.
F-16



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF OPERATIONS, CONTINUED
For the Year Ended December 31, 2014
($ in thousands)

    Oppenheimer Variable
Account Funds
 

Invesco Variable Insurance Funds

 
    Oppenheimer
Global
Strategic
Income
Fund/VA SC
  Oppenheimer
Global
Fund/VA SC
  Invesco VI
American
Franchise I
  Invesco VI
Comstock I
  Invesco VI
Growth &
Income I
  Invesco VI
Mid-Cap
Growth II
  Invesco VI
Equity and
Income II
  Invesco VI
Comstock II
  Invesco VI
Growth &
Income II
  Invesco VI
American
Value II
 

Investment Income

 

Dividend income

 

$

287

   

$

36

   

$

   

$

3

   

$

2

   

$

   

$

50

   

$

14

   

$

124

   

$

   

Expenses

 
Mortality and expense risk and administrative
charges
   

106

     

56

     

2

     

3

     

2

     

15

     

41

     

16

     

116

     

2

   

Net investment income (loss)

   

181

     

(20

)

   

(2

)

   

     

     

(15

)

   

9

     

(2

)

   

8

     

(2

)

 
Net Realized and Unrealized Gains (Losses)
on Investments
 
Net realized gain (loss) on redemption of
investment shares
   

(5

)

   

236

     

4

     

2

     

2

     

51

     

15

     

(3

)

   

118

     

(5

)

 

Capital gain distributions

   

     

189

     

     

     

14

     

     

154

     

     

966

     

19

   

Net realized gain (loss) on investments

   

(5

)

   

425

     

4

     

2

     

16

     

51

     

169

     

(3

)

   

1,084

     

14

   
Net unrealized appreciation (depreciation) on
investments
   

(96

)

   

(461

)

   

6

     

17

     

(6

)

   

8

     

(20

)

   

62

     

(596

)

   

(1

)

 
Net realized and unrealized gain (loss) on
investments
   

(101

)

   

(36

)

   

10

     

19

     

10

     

59

     

149

     

59

     

488

     

13

   
Net Increase (Decrease) in Net Assets
Resulting from Operations
 

$

80

   

$

(56

)

 

$

8

   

$

19

   

$

10

   

$

44

   

$

158

   

$

57

   

$

496

   

$

11

   

The accompanying notes are an integral part of these financial statements.
F-17



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF OPERATIONS, CONTINUED
For the Year Ended December 31, 2014
($ in thousands)

   

Invesco Variable Insurance Funds

  The Universal
Funds, Inc.
  Institutional
Lord Abbett Series Fund, Inc.
 
    Invesco VI
Balanced
Risk
Allocation II
  Invesco VI
Government
Securities II
  Invesco VI
International
Growth II
  Invesco VI
Global Real
Estate II
  Invesco VI
Small Cap
Equity II
  UIF Global
Real Estate II
  Lord Abbett
Growth &
Income VC
  Lord Abbett
Bond
Debenture VC
  Lord Abbett
Mid Cap
Stock VC
  Lord Abbett
Growth
Opportunities
VC
 

Investment Income

 

Dividend income

 

$

   

$

35

   

$

4

   

$

7

   

$

   

$

7

   

$

4

   

$

510

   

$

1

   

$

   

Expenses

 
Mortality and expense risk and
administrative charges
   

187

     

15

     

3

     

6

     

1

     

15

     

9

     

157

     

4

     

3

   

Net investment income (loss)

   

(187

)

   

20

     

1

     

1

     

(1

)

   

(8

)

   

(5

)

   

353

     

(3

)

   

(3

)

 
Net Realized and Unrealized Gains
(Losses) on Investments
 
Net realized gain (loss) on redemption
of investment shares
   

45

     

(4

)

   

24

     

(9

)

   

4

     

1

     

42

     

13

     

7

     

(5

)

 

Capital gain distributions

   

752

     

     

     

     

5

     

     

     

285

     

     

77

   

Net realized gain (loss) on investments

   

797

     

(4

)

   

24

     

(9

)

   

9

     

1

     

42

     

298

     

7

     

72

   
Net unrealized appreciation
(depreciation) on investments
   

(56

)

   

12

     

(34

)

   

54

     

(13

)

   

113

     

     

(358

)

   

19

     

(64

)

 
Net realized and unrealized gain (loss)
on investments
   

741

     

8

     

(10

)

   

45

     

(4

)

   

114

     

42

     

(60

)

   

26

     

8

   
Net Increase (Decrease) in
Net Assets Resulting from
Operations
 

$

554

   

$

28

   

$

(9

)

 

$

46

   

$

(5

)

 

$

106

   

$

37

   

$

293

   

$

23

   

$

5

   

The accompanying notes are an integral part of these financial statements.
F-18



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF OPERATIONS, CONTINUED
For the Year Ended December 31, 2014
($ in thousands)

   

Lord Abbett Series Fund, Inc.

 

Fidelity Variable Insurance Products

 
    Lord Abbett
Calibrated
Dividend
Growth VC
  Lord Abbett
International
Opportunities
VC
  Lord Abbett
Classic
Stock VC
  Lord Abbett
Series
Fundamental
Equity VC
  Fidelity
Index 500
Portfolio SC2
  Fidelity
Contrafund
Portfolio SC2
  Fidelity
Mid Cap SC2
  Fidelity
Equity
Income SC2
  Fidelity
Investment
Grade
Bonds SC2
 

Investment Income

 

Dividend income

 

$

9

   

$

2

   

$

4

   

$

24

   

$

68

   

$

62

   

$

1

   

$

4

   

$

111

   

Expenses

 
Mortality and expense risk and administrative
charges
   

9

     

2

     

9

     

78

     

67

     

128

     

67

     

2

     

85

   

Net investment income (loss)

   

     

     

(5

)

   

(54

)

   

1

     

(66

)

   

(66

)

   

2

     

26

   
Net Realized and Unrealized Gains (Losses)
on Investments
 
Net realized gain (loss) on redemption of
investment shares
   

11

     

1

     

4

     

9

     

109

     

267

     

133

     

17

     

1

   

Capital gain distributions

   

73

     

20

     

77

     

956

     

4

     

172

     

116

     

2

     

2

   

Net realized gain (loss) on investments

   

84

     

21

     

81

     

965

     

113

     

439

     

249

     

19

     

3

   
Net unrealized appreciation (depreciation) on
investments
   

(38

)

   

(30

)

   

(39

)

   

(697

)

   

353

     

363

     

(136

)

   

(12

)

   

188

   
Net realized and unrealized gain (loss) on
investments
   

46

     

(9

)

   

42

     

268

     

466

     

802

     

113

     

7

     

191

   
Net Increase (Decrease) in Net Assets
Resulting from Operations
 

$

46

   

$

(9

)

 

$

37

   

$

214

   

$

467

   

$

736

   

$

47

   

$

9

   

$

217

   

The accompanying notes are an integral part of these financial statements.
F-19



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF OPERATIONS, CONTINUED
For the Year Ended December 31, 2014
($ in thousands)

   

Franklin Templeton Variable Insurance Products Trust

 
    Franklin
Flex Cap
Growth
VIP CL 2
  Franklin
Income
VIP CL 2
  Franklin
Rising
Dividend
VIP CL 2
  Franklin
Small-Mid
Cap Growth
VIP CL 2
  Franklin
Small Cap
Value
VIP CL 2
  Franklin US
Government
Securities
VIP CL 2
  Templeton
Growth
VIP CL 2
  Templeton
Foreign
VIP CL 2
  Templeton
Global Bond
VIP Fund CL 2
 

Investment Income

 

Dividend income

 

$

   

$

385

   

$

100

   

$

   

$

10

   

$

173

   

$

7

   

$

46

   

$

536

   

Expenses

 
Mortality and expense risk and administrative
charges
   

3

     

110

     

105

     

14

     

23

     

92

     

6

     

36

     

150

   

Net investment income (loss)

   

(3

)

   

275

     

(5

)

   

(14

)

   

(13

)

   

81

     

1

     

10

     

386

   
Net Realized and Unrealized Gains (Losses)
on Investments
 
Net realized gain (loss) on redemption of
investment shares
   

6

     

21

     

315

     

(4

)

   

(2

)

   

(2

)

   

42

     

80

     

(3

)

 

Capital gain distributions

   

27

     

     

147

     

188

     

122

     

     

     

     

   

Net realized gain (loss) on investments

   

33

     

21

     

462

     

184

     

120

     

(2

)

   

42

     

80

     

(3

)

 
Net unrealized appreciation (depreciation) on
investments
   

(22

)

   

(166

)

   

(78

)

   

(138

)

   

(181

)

   

45

     

(74

)

   

(331

)

   

(340

)

 
Net realized and unrealized gain (loss) on
investments
   

11

     

(145

)

   

384

     

46

     

(61

)

   

43

     

(32

)

   

(251

)

   

(343

)

 
Net Increase (Decrease) in Net Assets
Resulting from Operations
 

$

8

   

$

130

   

$

379

   

$

32

   

$

(74

)

 

$

124

   

$

(31

)

 

$

(241

)

 

$

43

   

The accompanying notes are an integral part of these financial statements.
F-20



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF OPERATIONS, CONTINUED
For the Year Ended December 31, 2014
($ in thousands)

    Franklin Templeton
Variable Insurance
Products Trust
 

Legg Mason Partners Variable Equity Trust

 

PIMCO Variable Insurance Trust

 
    Templeton
Developing
Markets
VIP CL 2
  Franklin
Mutual
Shares
VIP CL 2
  ClearBridge
Variable
Mid Cap
Core II
  ClearBridge
Variable
Small Cap
Growth II
  QS Legg Mason
Dynamic
Multi-Strategy
VIT II
  PIMCO VIT
Long-Term US
Government
Advisor
  PIMCO VIT
Low Duration
Advisor
  PIMCO VIT
Real Return
Advisor
  PIMCO VIT
Short-Term
Advisor
 

Investment Income

 

Dividend income

 

$

11

   

$

153

   

$

1

   

$

   

$

176

   

$

27

   

$

32

   

$

123

   

$

14

   

Expenses

 
Mortality and expense risk and administrative
charges
   

8

     

108

     

23

     

18

     

200

     

19

     

44

     

131

     

32

   

Net investment income (loss)

   

3

     

45

     

(22

)

   

(18

)

   

(24

)

   

8

     

(12

)

   

(8

)

   

(18

)

 
Net Realized and Unrealized Gains (Losses)
on Investments
 
Net realized gain (loss) on redemption of
investment shares
   

(41

)

   

433

     

190

     

(22

)

   

69

     

4

     

     

(15

)

   

   

Capital gain distributions

   

     

40

     

124

     

129

     

167

     

     

     

     

2

   

Net realized gain (loss) on investments

   

(41

)

   

473

     

314

     

107

     

236

     

4

     

     

(15

)

   

2

   
Net unrealized appreciation (depreciation) on
investments
   

(6

)

   

(251

)

   

(270

)

   

(118

)

   

461

     

228

     

(7

)

   

179

     

(1

)

 
Net realized and unrealized gain (loss) on
investments
   

(47

)

   

222

     

44

     

(11

)

   

697

     

232

     

(7

)

   

164

     

1

   
Net Increase (Decrease) in Net Assets
Resulting from Operations
 

$

(44

)

 

$

267

   

$

22

   

$

(29

)

 

$

673

   

$

240

   

$

(19

)

 

$

156

   

$

(17

)

 

The accompanying notes are an integral part of these financial statements.
F-21



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF OPERATIONS, CONTINUED
For the Year Ended December 31, 2014
($ in thousands)

   

PIMCO Variable Insurance Trust

 

Royce Capital Fund

 
    PIMCO VIT
Total Return
Advisor
  PIMCO VIT
All Asset
Advisor
  PIMCO VIT
Global
Diversified
Allocation
Portfolio
  Royce
Capital Fund
Micro-Cap SC
  Royce
Capital Fund
Small-Cap SC
 

Investment Income

 

Dividend income

 

$

356

   

$

23

   

$

6

   

$

   

$

   

Expenses

 

Mortality and expense risk and administrative charges

   

245

     

10

     

1

     

14

     

58

   

Net investment income (loss)

   

111

     

13

     

5

     

(14

)

   

(58

)

 

Net Realized and Unrealized Gains (Losses) on Investments

 

Net realized gain (loss) on redemption of investment shares

   

(11

)

   

(28

)

   

     

39

     

352

   

Capital gain distributions

   

     

     

3

     

50

     

455

   

Net realized gain (loss) on investments

   

(11

)

   

(28

)

   

3

     

89

     

807

   

Net unrealized appreciation (depreciation) on investments

   

351

     

28

     

(4

)

   

(144

)

   

(878

)

 

Net realized and unrealized gain (loss) on investments

   

340

     

     

(1

)

   

(55

)

   

(71

)

 

Net Increase (Decrease) in Net Assets Resulting from Operations

 

$

451

   

$

13

   

$

4

   

$

(69

)

 

$

(129

)

 

The accompanying notes are an integral part of these financial statements.
F-22




THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS
For the Year Ended December 31, 2014
($ in thousands)

   

Goldman Sachs Variable Insurance Trust

 
    Goldman
Sachs
Large Cap
Value
  Goldman
Sachs
Strategic
International
Equity
  Goldman
Sachs
US Equity
Insights
  Goldman
Sachs
Small Cap
Equity
Insights
  Goldman
Sachs
Strategic
Growth
  Goldman
Sachs
Strategic
Growth SC
  Goldman
Sachs
Large Cap
Value
Fund SC
  Goldman
Sachs
Strategic
International
Equity SC
  Goldman
Sachs
US Equity
Insights SC
  Goldman
Sachs
VIT Growth
Opportunities
SC
 

From Operations

 

Net investment income (loss)

 

$

   

$

1

   

$

   

$

(1

)

 

$

(1

)

 

$

(56

)

 

$

(8

)

 

$

1

   

$

   

$

(13

)

 

Net realized gain (loss) on investments

   

5

     

(1

)

   

3

     

9

     

27

     

994

     

460

     

121

     

2

     

188

   
Net unrealized appreciation (depreciation) on
investments
   

(2

)

   

(2

)

   

6

     

(5

)

   

(11

)

   

(477

)

   

(218

)

   

(187

)

   

     

(103

)

 
Net increase (decrease) in net assets
resulting from operations
   

3

     

(2

)

   

9

     

3

     

15

     

461

     

234

     

(65

)

   

2

     

72

   
From Variable Annuity Contract
Transactions
 

Contact owners' net payments

   

     

     

     

     

     

153

     

1

     

1

     

     

   

Contract maintenance fees

   

     

     

     

     

     

(42

)

   

(19

)

   

(9

)

   

     

(8

)

 

Surrenders

   

     

(2

)

   

(2

)

   

     

(2

)

   

(277

)

   

(126

)

   

(30

)

   

     

(41

)

 

Death benefits

   

     

     

     

     

     

(53

)

   

(7

)

   

     

     

(3

)

 

Transfer (to) from other portfolios

   

     

     

     

     

     

(109

)

   

(160

)

   

(574

)

   

(2

)

   

140

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

     

(2

)

   

(2

)

   

     

(2

)

   

(328

)

   

(311

)

   

(612

)

   

(2

)

   

88

   

Total increase (decrease) in net assets

   

3

     

(4

)

   

7

     

3

     

13

     

133

     

(77

)

   

(677

)

   

     

160

   

Net Assets

 

Beginning of period

   

25

     

32

     

59

     

61

     

131

     

4,416

     

2,304

     

1,057

     

16

     

798

   

End of period

 

$

28

   

$

28

   

$

66

   

$

64

   

$

144

   

$

4,549

   

$

2,227

   

$

380

   

$

16

   

$

958

   

The accompanying notes are an integral part of these financial statements.
F-23



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
For the Year Ended December 31, 2014
($ in thousands)

    Goldman Sachs Variable
Insurance Trust
 

MFS Variable Insurance Trust

 
    Goldman
Sachs
Mid Cap
Value SC
  Goldman
Sachs
Global
Markets
Navigator SC
  MFS
Growth
Series IC
  MFS
Research IC
  MFS
Investors
Trust IC
  MFS
Total
Return IC
  MFS New
Discovery IC
  MFS
Utilities IC
  MFS
Growth
Series SC
  MFS
Research SC
 

From Operations

 

Net investment income (loss)

 

$

(23

)

 

$

(1

)

 

$

(1

)

 

$

(1

)

 

$

   

$

1

   

$

   

$

   

$

(16

)

 

$

(1

)

 

Net realized gain (loss) on investments

   

637

     

1

     

8

     

3

     

8

     

2

     

4

     

3

     

103

     

25

   
Net unrealized appreciation (depreciation) on
investments
   

(302

)

   

1

     

     

1

     

     

4

     

(5

)

   

4

     

(16

)

   

(16

)

 
Net increase (decrease) in net assets resulting
from operations
   

312

     

1

     

7

     

3

     

8

     

7

     

(1

)

   

7

     

71

     

8

   
From Variable Annuity Contract
Transactions
 

Contact owners' net payments

   

91

     

62

     

     

     

     

     

     

     

289

     

   

Contract maintenance fees

   

(32

)

   

     

     

     

     

     

     

     

(11

)

   

(2

)

 

Surrenders

   

(200

)

   

(1

)

   

(6

)

   

     

(7

)

   

(2

)

   

     

     

(32

)

   

(3

)

 

Death benefits

   

(8

)

   

     

     

     

     

     

     

     

     

   

Transfer (to) from other portfolios

   

(226

)

   

1

     

     

     

     

     

     

     

246

     

12

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

(375

)

   

62

     

(6

)

   

     

(7

)

   

(2

)

   

     

     

492

     

7

   

Total increase (decrease) in net assets

   

(63

)

   

63

     

1

     

3

     

1

     

5

     

(1

)

   

7

     

563

     

15

   

Net Assets

 

Beginning of period

   

3,291

     

31

     

99

     

36

     

89

     

89

     

19

     

65

     

802

     

168

   

End of period

 

$

3,228

   

$

94

   

$

100

   

$

39

   

$

90

   

$

94

   

$

18

   

$

72

   

$

1,365

   

$

183

   

The accompanying notes are an integral part of these financial statements.
F-24



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
For the Year Ended December 31, 2014
($ in thousands)

   

MFS Variable Insurance Trust

  MFS Variable Insurance
Trust II
 
    MFS
Investors
Trust SC
  MFS
Total
Return SC
  MFS New
Discovery SC
  MFS
Utilities SC
  MFS
Investors
Growth
Stock SC
  MFS VIT
Research
Bond SC
  MFS VIT
Value SC
  MFS VIT II
Emerging
Markets
Equity SC
  MFS VIT II
International
Value SC
 

From Operations

 

Net investment income (loss)

 

$

(17

)

 

$

2

   

$

(28

)

 

$

8

   

$

(6

)

 

$

38

   

$

(4

)

 

$

(1

)

 

$

3

   

Net realized gain (loss) on investments

   

345

     

28

     

447

     

88

     

83

     

2

     

205

     

(26

)

   

14

   

Net unrealized appreciation (depreciation) on investments

   

(159

)

   

27

     

(755

)

   

36

     

(42

)

   

71

     

27

     

3

     

(31

)

 
Net increase (decrease) in net assets resulting from
operations
   

169

     

57

     

(336

)

   

132

     

35

     

111

     

228

     

(24

)

   

(14

)

 

From Variable Annuity Contract Transactions

 

Contact owners' net payments

   

145

     

151

     

121

     

81

     

1

     

16

     

186

     

40

     

100

   

Contract maintenance fees

   

(26

)

   

(10

)

   

(18

)

   

(16

)

   

(4

)

   

(27

)

   

(41

)

   

(3

)

   

(5

)

 

Surrenders

   

(232

)

   

(20

)

   

(72

)

   

(34

)

   

(64

)

   

(96

)

   

(100

)

   

(8

)

   

(18

)

 

Death benefits

   

(34

)

   

     

(32

)

   

(7

)

   

     

(40

)

   

(18

)

   

     

   

Transfer (to) from other portfolios

   

(50

)

   

(23

)

   

(1,245

)

   

(336

)

   

(113

)

   

92

     

(31

)

   

(200

)

   

(182

)

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

(197

)

   

98

     

(1,246

)

   

(312

)

   

(180

)

   

(55

)

   

(4

)

   

(171

)

   

(105

)

 

Total increase (decrease) in net assets

   

(28

)

   

155

     

(1,582

)

   

(180

)

   

(145

)

   

56

     

224

     

(195

)

   

(119

)

 

Net Assets

 

Beginning of period

   

2,920

     

846

     

2,824

     

1,422

     

539

     

2,638

     

3,838

     

238

     

391

   

End of period

 

$

2,892

   

$

1,001

   

$

1,242

   

$

1,242

   

$

394

   

$

2,694

   

$

4,062

   

$

43

   

$

272

   

The accompanying notes are an integral part of these financial statements.
F-25



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
For the Year Ended December 31, 2014
($ in thousands)

   

Oppenheimer Variable Account Funds

 
    Oppenheimer
Money
Fund/VA
  Oppenheimer
Discovery
Mid Cap
Growth
Fund/VA
  Oppenheimer
Capital
Appreciation
Fund/VA
  Oppenheimer
Main Street
Fund/VA
  Oppenheimer
Global
Strategic
Income
Fund/VA
  Oppenheimer
Global
Fund/VA
  Oppenheimer
Discovery
Mid Cap
Growth
Fund/VA SC
  Oppenheimer
Capital
Appreciation
Fund/VA SC
  Oppenheimer
Main Street
Fund/VA SC
 

From Operations

 

Net investment income (loss)

 

$

(108

)

 

$

(1

)

 

$

(1

)

 

$

   

$

3

   

$

(1

)

 

$

   

$

(4

)

 

$

(6

)

 
Net realized gain (loss) on
investments
   

     

2

     

10

     

     

1

     

13

     

3

     

15

     

51

   
Net unrealized appreciation
(depreciation) on investments
   

(1

)

   

3

     

7

     

2

     

(3

)

   

(9

)

   

(3

)

   

26

     

13

   
Net increase (decrease) in net assets
resulting from operations
   

(109

)

   

4

     

16

     

2

     

1

     

3

     

     

37

     

58

   
From Variable Annuity Contract
Transactions
 

Contact owners' net payments

   

130

     

     

     

     

     

     

     

9

     

20

   

Contract maintenance fees

   

(91

)

   

     

     

     

     

     

     

(2

)

   

(6

)

 

Surrenders

   

(714

)

   

(14

)

   

(21

)

   

     

(11

)

   

(24

)

   

(5

)

   

(13

)

   

(15

)

 

Death benefits

   

(252

)

   

     

     

     

     

     

     

     

(21

)

 

Transfer (to) from other portfolios

   

13,494

     

     

     

     

     

     

     

133

     

(28

)

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

12,567

     

(14

)

   

(21

)

   

     

(11

)

   

(24

)

   

(5

)

   

127

     

(50

)

 
Total increase (decrease) in net
assets
   

12,458

     

(10

)

   

(5

)

   

2

     

(10

)

   

(21

)

   

(5

)

   

164

     

8

   

Net Assets

 

Beginning of period

   

2,351

     

92

     

124

     

20

     

90

     

209

     

5

     

272

     

775

   

End of period

 

$

14,809

   

$

82

   

$

119

   

$

22

   

$

80

   

$

188

   

$

   

$

436

   

$

783

   

The accompanying notes are an integral part of these financial statements.
F-26



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
For the Year Ended December 31, 2014
($ in thousands)

    Oppenheimer Variable
Account Funds
 

Invesco Variable Insurance Funds

 
    Oppenheimer
Global
Strategic
Income
Fund/VA SC
  Oppenheimer
Global
Fund/VA SC
  Invesco VI
American
Franchise I
  Invesco VI
Comstock I
  Invesco VI
Growth &
Income I
  Invesco VI
Mid-Cap
Growth II
  Invesco VI
Equity and
Income II
  Invesco VI
Comstock II
  Invesco VI
Growth &
Income II
  Invesco VI
American
Value II
 

From Operations

 

Net investment income (loss)

 

$

181

   

$

(20

)

 

$

(2

)

 

$

   

$

   

$

(15

)

 

$

9

   

$

(2

)

 

$

8

   

$

(2

)

 

Net realized gain (loss) on investments

   

(5

)

   

425

     

4

     

2

     

16

     

51

     

169

     

(3

)

   

1,084

     

14

   
Net unrealized appreciation (depreciation)
on investments
   

(96

)

   

(461

)

   

6

     

17

     

(6

)

   

8

     

(20

)

   

62

     

(596

)

   

(1

)

 
Net increase (decrease) in net assets
resulting from operations
   

80

     

(56

)

   

8

     

19

     

10

     

44

     

158

     

57

     

496

     

11

   
From Variable Annuity Contract
Transactions
 

Contact owners' net payments

   

406

     

143

     

     

     

     

11

     

132

     

143

     

373

     

22

   

Contract maintenance fees

   

(73

)

   

(38

)

   

     

     

     

(10

)

   

(29

)

   

(12

)

   

(80

)

   

(2

)

 

Surrenders

   

(380

)

   

(147

)

   

(13

)

   

(14

)

   

(5

)

   

(47

)

   

(110

)

   

(38

)

   

(433

)

   

   

Death benefits

   

(60

)

   

(14

)

   

     

     

     

(19

)

   

(14

)

   

(33

)

   

(49

)

   

   

Transfer (to) from other portfolios

   

(118

)

   

(698

)

   

     

     

     

38

     

511

     

355

     

(231

)

   

84

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

(225

)

   

(754

)

   

(13

)

   

(14

)

   

(5

)

   

(27

)

   

490

     

415

     

(420

)

   

104

   

Total increase (decrease) in net assets

   

(145

)

   

(810

)

   

(5

)

   

5

     

5

     

17

     

648

     

472

     

76

     

115

   

Net Assets

 

Beginning of period

   

7,437

     

4,178

     

110

     

234

     

123

     

959

     

2,567

     

861

     

8,273

     

89

   

End of period

 

$

7,292

   

$

3,368

   

$

105

   

$

239

   

$

128

   

$

976

   

$

3,215

   

$

1,333

   

$

8,349

   

$

204

   

The accompanying notes are an integral part of these financial statements.
F-27



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
For the Year Ended December 31, 2014
($ in thousands)

   

Invesco Variable Insurance Funds

  The Universal
Institutional
Funds, Inc.
 

Lord Abbett Series Fund, Inc.

 
    Invesco VI
Balanced
Risk
Allocation II
  Invesco VI
Government
Securities II
  Invesco VI
International
Growth II
  Invesco VI
Global
Real Estate II
  Invesco VI
Small Cap
Equity II
  UIF
Global Real
Estate II
  Lord Abbett
Growth &
Income VC
  Lord Abbett
Bond
Debenture VC
  Lord Abbett
Mid Cap
Stock VC
  Lord Abbett
Growth
Opportunities
VC
 

From Operations

 

Net investment income (loss)

 

$

(187

)

 

$

20

   

$

1

   

$

1

   

$

(1

)

 

$

(8

)

 

$

(5

)

 

$

353

   

$

(3

)

 

$

(3

)

 
Net realized gain (loss) on
investments
   

797

     

(4

)

   

24

     

(9

)

   

9

     

1

     

42

     

298

     

7

     

72

   
Net unrealized appreciation
(depreciation) on investments
   

(56

)

   

12

     

(34

)

   

54

     

(13

)

   

113

     

     

(358

)

   

19

     

(64

)

 
Net increase (decrease) in net
assets resulting from
operations
   

554

     

28

     

(9

)

   

46

     

(5

)

   

106

     

37

     

293

     

23

     

5

   
From Variable Annuity Contract
Transactions
 

Contact owners' net payments

   

619

     

8

     

16

     

15

     

5

     

     

     

357

     

4

     

15

   

Contract maintenance fees

   

(152

)

   

(15

)

   

(3

)

   

(4

)

   

(1

)

   

(10

)

   

(5

)

   

(105

)

   

(2

)

   

(2

)

 

Surrenders

   

(403

)

   

(70

)

   

(7

)

   

(13

)

   

(3

)

   

(38

)

   

(23

)

   

(602

)

   

(6

)

   

(7

)

 

Death benefits

   

(248

)

   

     

     

     

     

(2

)

   

(18

)

   

(44

)

   

     

(16

)

 
Transfer (to) from other
portfolios
   

(390

)

   

(2

)

   

(157

)

   

127

     

(18

)

   

139

     

(44

)

   

456

     

56

     

159

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

(574

)

   

(79

)

   

(151

)

   

125

     

(17

)

   

89

     

(90

)

   

62

     

52

     

149

   
Total increase (decrease) in net
assets
   

(20

)

   

(51

)

   

(160

)

   

171

     

(22

)

   

195

     

(53

)

   

355

     

75

     

154

   

Net Assets

 

Beginning of period

   

13,547

     

1,145

     

278

     

361

     

62

     

861

     

685

     

10,318

     

276

     

247

   

End of period

 

$

13,527

   

$

1,094

   

$

118

   

$

532

   

$

40

   

$

1,056

   

$

632

   

$

10,673

   

$

351

   

$

401

   

The accompanying notes are an integral part of these financial statements.
F-28



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
For the Year Ended December 31, 2014
($ in thousands)

   

Lord Abbett Series Fund, Inc.

 

Fidelity Variable Insurance Products

 
    Lord Abbett
Calibrated
Dividend
Growth VC
  Lord Abbett
International
Opportunities VC
  Lord Abbett
Classic
Stock VC
  Lord Abbett
Series
Fundamental
Equity VC
  Fidelity
Index 500
Portfolio SC2
  Fidelity
Contrafund
Portfolio SC2
  Fidelity
Mid Cap SC2
  Fidelity
Equity
Income SC2
  Fidelity
Investment
Grade
Bonds SC2
 

From Operations

 

Net investment income (loss)

 

$

   

$

   

$

(5

)

 

$

(54

)

 

$

1

   

$

(66

)

 

$

(66

)

 

$

2

   

$

26

   
Net realized gain (loss) on
investments
   

84

     

21

     

81

     

965

     

113

     

439

     

249

     

19

     

3

   
Net unrealized appreciation
(depreciation) on investments
   

(38

)

   

(30

)

   

(39

)

   

(697

)

   

353

     

363

     

(136

)

   

(12

)

   

188

   
Net increase (decrease) in net assets
resulting from operations
   

46

     

(9

)

   

37

     

214

     

467

     

736

     

47

     

9

     

217

   
From Variable Annuity Contract
Transactions
 

Contact owners' net payments

   

13

     

     

24

     

166

     

86

     

328

     

325

     

     

113

   

Contract maintenance fees

   

(6

)

   

(1

)

   

(6

)

   

(53

)

   

(46

)

   

(83

)

   

(47

)

   

     

(55

)

 

Surrenders

   

(4

)

   

(5

)

   

(14

)

   

(300

)

   

(129

)

   

(410

)

   

(177

)

   

(63

)

   

(328

)

 

Death benefits

   

(5

)

   

     

(37

)

   

(42

)

   

(5

)

   

(39

)

   

(36

)

   

     

(15

)

 

Transfer (to) from other portfolios

   

(119

)

   

27

     

6

     

50

     

166

     

(427

)

   

(88

)

   

(3

)

   

233

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

(121

)

   

21

     

(27

)

   

(179

)

   

72

     

(631

)

   

(23

)

   

(66

)

   

(52

)

 
Total increase (decrease) in net
assets
   

(75

)

   

12

     

10

     

35

     

539

     

105

     

24

     

(57

)

   

165

   

Net Assets

 

Beginning of period

   

638

     

129

     

637

     

5,459

     

4,309

     

8,520

     

4,968

     

213

     

5,429

   

End of period

 

$

563

   

$

141

   

$

647

   

$

5,494

   

$

4,848

   

$

8,625

   

$

4,992

   

$

156

   

$

5,594

   

The accompanying notes are an integral part of these financial statements.
F-29



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
For the Year Ended December 31, 2014
($ in thousands)

   

Franklin Templeton Variable Insurance Products Trust

 
    Franklin
Flex Cap
Growth
VIP CL2
  Franklin
Income
VIP CL2
  Franklin
Rising
Dividend
VIP CL2
  Franklin
Small-Mid
Cap Growth
VIP CL2
  Franklin
Small Cap
Value
VIP CL2
  Franklin US
Government
Securities
VIP CL2
  Templeton
Growth
VIP CL2
  Templeton
Foreign
VIP CL2
  Templeton
Global Bond
VIP Fund CL2
 

From Operations

 

Net investment income (loss)

 

$

(3

)

 

$

275

   

$

(5

)

 

$

(14

)

 

$

(13

)

 

$

81

   

$

1

   

$

10

   

$

386

   

Net realized gain (loss) on investments

   

33

     

21

     

462

     

184

     

120

     

(2

)

   

42

     

80

     

(3

)

 

Net unrealized appreciation (depreciation) on investments

   

(22

)

   

(166

)

   

(78

)

   

(138

)

   

(181

)

   

45

     

(74

)

   

(331

)

   

(340

)

 
Net increase (decrease) in net assets resulting
from operations
   

8

     

130

     

379

     

32

     

(74

)

   

124

     

(31

)

   

(241

)

   

43

   

From Variable Annuity Contract Transactions

 

Contact owners' net payments

   

4

     

704

     

372

     

11

     

113

     

120

     

13

     

     

355

   

Contract maintenance fees

   

(2

)

   

(78

)

   

(77

)

   

(10

)

   

(15

)

   

(62

)

   

(4

)

   

(22

)

   

(113

)

 

Surrenders

   

(11

)

   

(230

)

   

(340

)

   

(19

)

   

(51

)

   

(336

)

   

(8

)

   

(89

)

   

(522

)

 

Death benefits

   

     

(84

)

   

(98

)

   

(11

)

   

(19

)

   

(40

)

   

     

     

(110

)

 

Transfer (to) from other portfolios

   

(42

)

   

(4,200

)

   

(475

)

   

(40

)

   

(201

)

   

159

     

(46

)

   

(676

)

   

528

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

(51

)

   

(3,888

)

   

(618

)

   

(69

)

   

(173

)

   

(159

)

   

(45

)

   

(787

)

   

138

   

Total increase (decrease) in net assets

   

(43

)

   

(3,758

)

   

(239

)

   

(37

)

   

(247

)

   

(35

)

   

(76

)

   

(1,028

)

   

181

   

Net Assets

 

Beginning of period

   

246

     

7,406

     

7,643

     

997

     

1,562

     

6,482

     

416

     

2,419

     

10,343

   

End of period

 

$

203

   

$

3,648

   

$

7,404

   

$

960

   

$

1,315

   

$

6,447

   

$

340

   

$

1,391

   

$

10,524

   

The accompanying notes are an integral part of these financial statements.
F-30



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
For the Year Ended December 31, 2014
($ in thousands)

    Franklin Templeton Variable
Insurance Products Trust
 

Legg Mason Partners Variable Equity Trust

 

PIMCO Variable Insurance Trust

 
    Templeton
Developing
Markets
VIP CL2
  Franklin
Mutual Shares
VIP CL2
  ClearBridge
Variable
Mid Cap
Core II
  ClearBridge
Variable
Small Cap
Growth II
  QS Legg Mason
Dynamic
Multi-Strategy
VIT II
  PIMCO VIT
Long-Term US
Government
Advisor
  PIMCO VIT
Low Duration
Advisor
  PIMCO VIT
Real Return
Advisor
  PIMCO VIT
Short-Term
Advisor
 

From Operations

 

Net investment income (loss)

 

$

3

   

$

45

   

$

(22

)

 

$

(18

)

 

$

(24

)

 

$

8

   

$

(12

)

 

$

(8

)

 

$

(18

)

 

Net realized gain (loss) on investments

   

(41

)

   

473

     

314

     

107

     

236

     

4

     

     

(15

)

   

2

   
Net unrealized appreciation (depreciation) on
investments
   

(6

)

   

(251

)

   

(270

)

   

(118

)

   

461

     

228

     

(7

)

   

179

     

(1

)

 
Net increase (decrease) in net assets resulting
from operations
   

(44

)

   

267

     

22

     

(29

)

   

673

     

240

     

(19

)

   

156

     

(17

)

 

From Variable Annuity Contract Transactions

 

Contact owners' net payments

   

158

     

291

     

81

     

111

     

469

     

5

     

4

     

259

     

4

   

Contract maintenance fees

   

(4

)

   

(71

)

   

(16

)

   

(11

)

   

(149

)

   

(12

)

   

(29

)

   

(96

)

   

(22

)

 

Surrenders

   

(8

)

   

(370

)

   

(117

)

   

(54

)

   

(451

)

   

(36

)

   

(137

)

   

(509

)

   

(76

)

 

Death benefits

   

     

(37

)

   

(18

)

   

(18

)

   

(135

)

   

     

(30

)

   

(39

)

   

(24

)

 

Transfer (to) from other portfolios

   

(499

)

   

(1,004

)

   

(47

)

   

(149

)

   

(576

)

   

(20

)

   

(258

)

   

(3

)

   

(55

)

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

(353

)

   

(1,191

)

   

(117

)

   

(121

)

   

(842

)

   

(63

)

   

(450

)

   

(388

)

   

(173

)

 

Total increase (decrease) in net assets

   

(397

)

   

(924

)

   

(95

)

   

(150

)

   

(169

)

   

177

     

(469

)

   

(232

)

   

(190

)

 

Net Assets

 

Beginning of period

   

550

     

7,802

     

1,841

     

1,353

     

14,132

     

1,112

     

3,295

     

9,051

     

2,265

   

End of period

 

$

153

   

$

6,878

   

$

1,746

   

$

1,203

   

$

13,963

   

$

1,289

   

$

2,826

   

$

8,819

   

$

2,075

   

The accompanying notes are an integral part of these financial statements.
F-31



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
For the Year Ended December 31, 2014
($ in thousands)

   

PIMCO Variable Insurance Trust

 

Royce Capital Fund

 
    PIMCO VIT
Total Return
Advisor
  PIMCO VIT
All Asset
Advisor
  PIMCO VIT
Global
Diversified
Allocation
Portfolio
  Royce
Capital Fund
Micro-Cap SC
  Royce
Capital Fund
Small-Cap SC
 

From Operations

 

Net investment income (loss)

 

$

111

   

$

13

   

$

5

   

$

(14

)

 

$

(58

)

 

Net realized gain (loss) on investments

   

(11

)

   

(28

)

   

3

     

89

     

807

   

Net unrealized appreciation (depreciation) on investments

   

351

     

28

     

(4

)

   

(144

)

   

(878

)

 

Net increase (decrease) in net assets resulting from operations

   

451

     

13

     

4

     

(69

)

   

(129

)

 

From Variable Annuity Contract Transactions

 

Contact owners' net payments

   

698

     

29

     

30

     

73

     

158

   

Contract maintenance fees

   

(171

)

   

(7

)

   

(1

)

   

(9

)

   

(40

)

 

Surrenders

   

(939

)

   

(14

)

   

(2

)

   

(61

)

   

(267

)

 

Death benefits

   

(126

)

   

     

     

(4

)

   

(40

)

 

Transfer (to) from other portfolios

   

(155

)

   

(639

)

   

79

     

(525

)

   

(423

)

 

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

   

(693

)

   

(631

)

   

106

     

(526

)

   

(612

)

 

Total increase (decrease) in net assets

   

(242

)

   

(618

)

   

110

     

(595

)

   

(741

)

 

Net Assets

 

Beginning of period

   

16,904

     

717

     

64

     

1,219

     

4,688

   

End of period

 

$

16,662

   

$

99

   

$

174

   

$

624

   

$

3,947

   

The accompanying notes are an integral part of these financial statements.
F-32




THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS
For the Year Ended December 31, 2013
($ in thousands)

   

Goldman Sachs Variable Insurance Trust

 
    Goldman
Sachs
Large Cap
Value
  Goldman
Sachs
Strategic
International
Equity
  Goldman
Sachs
Structured
US Equity
  Goldman
Sachs
Structured
Small Cap
Equity
  Goldman
Sachs
Strategic
Growth
  Goldman
Sachs
Strategic
Growth SC
  Goldman
Sachs
Large Cap
Value
Fund SC
  Goldman
Sachs
Strategic
International
Equity SC
  Goldman
Sachs
Structured
US Equity SC
  Goldman
Sachs
VIT Growth
Opportunities
SC
 

From Operations

 

Net investment income (loss)

 

$

   

$

1

   

$

   

$

   

$

(2

)

 

$

(46

)

 

$

(11

)

 

$

(1

)

 

$

   

$

(8

)

 

Net realized gain (loss) on investments

   

3

     

(1

)

   

(1

)

   

8

     

6

     

205

     

322

     

52

     

1

     

54

   
Net unrealized appreciation (depreciation) on
investments
   

3

     

6

     

17

     

8

     

27

     

798

     

278

     

180

     

3

     

76

   
Net increase (decrease) in net assets resulting from
operations
   

6

     

6

     

16

     

16

     

31

     

957

     

589

     

231

     

4

     

122

   

From Variable Annuity Contract Transactions

 

Contact owners' net payments

   

     

     

     

     

     

1,028

     

1

     

70

     

     

75

   

Contract maintenance fees

   

     

     

     

     

     

(35

)

   

(19

)

   

(12

)

   

     

(5

)

 

Surrenders

   

     

(2

)

   

(2

)

   

     

(2

)

   

(89

)

   

(41

)

   

(30

)

   

     

(27

)

 

Death benefits

   

     

     

     

     

     

(21

)

   

(11

)

   

     

     

   

Transfer (to) from other portfolios

   

     

     

(5

)

   

(5

)

   

     

254

     

(253

)

   

(337

)

   

(1

)

   

488

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

     

(2

)

   

(7

)

   

(5

)

   

(2

)

   

1,137

     

(323

)

   

(309

)

   

(1

)

   

531

   

Total increase (decrease) in net assets

   

6

     

4

     

9

     

11

     

29

     

2,094

     

266

     

(78

)

   

3

     

653

   

Net Assets

 

Beginning of period

   

19

     

28

     

50

     

50

     

102

     

2,322

     

2,038

     

1,135

     

13

     

145

   

End of period

 

$

25

   

$

32

   

$

59

   

$

61

   

$

131

   

$

4,416

   

$

2,304

   

$

1,057

   

$

16

   

$

798

   

The accompanying notes are an integral part of these financial statements.
F-33



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
For the Year Ended December 31, 2013
($ in thousands)

    Goldman Sachs
Variable Insurance Trust
 

MFS Variable Insurance Trust

 
    Goldman
Sachs
Mid Cap
Value SC
  Goldman
Sachs
Global
Markets
Navigator SC
  MFS
Growth
Series IC
  MFS
Research IC
  MFS
Investors
Trust IC
  MFS
Total
Return IC
  MFS New
Discovery IC
  MFS
Utilities IC
  MFS
Growth
Series SC
  MFS
Research SC
 

From Operations

 

Net investment income (loss)

 

$

(20

)

 

$

   

$

(1

)

 

$

   

$

   

$

   

$

   

$

   

$

(8

)

 

$

(2

)

 

Net realized gain (loss) on investments

   

295

     

1

     

2

     

     

1

     

     

     

2

     

18

     

2

   
Net unrealized appreciation (depreciation) on
investments
   

381

     

(1

)

   

25

     

8

     

20

     

13

     

5

     

8

     

186

     

25

   
Net increase (decrease) in net assets resulting from
operations
   

656

     

     

26

     

8

     

21

     

13

     

5

     

10

     

196

     

25

   

From Variable Annuity Contract Transactions

 

Contact owners' net payments

   

657

     

9

     

     

     

     

     

     

     

117

     

74

   

Contract maintenance fees

   

(26

)

   

     

     

     

     

     

     

     

(7

)

   

(1

)

 

Surrenders

   

(79

)

   

     

(2

)

   

     

(2

)

   

     

     

     

(15

)

   

(1

)

 

Death benefits

   

(67

)

   

     

     

     

     

     

     

     

     

   

Transfer (to) from other portfolios

   

538

     

22

     

3

     

     

     

4

     

     

(3

)

   

11

     

42

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

1,023

     

31

     

1

     

     

(2

)

   

4

     

     

(3

)

   

106

     

114

   

Total increase (decrease) in net assets

   

1,679

     

31

     

27

     

8

     

19

     

17

     

5

     

7

     

302

     

139

   

Net Assets

 

Beginning of period

   

1,612

     

0

     

72

     

28

     

70

     

72

     

14

     

58

     

500

     

29

   

End of period

 

$

3,291

   

$

31

   

$

99

   

$

36

   

$

89

   

$

89

   

$

19

   

$

65

   

$

802

   

$

168

   

The accompanying notes are an integral part of these financial statements.
F-34



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
For the Year Ended December 31, 2013
($ in thousands)

   

MFS Variable Insurance Trust

  MFS Variable
Insurance Trust II
 
    MFS
Investors
Trust SC
  MFS
Total
Return SC
  MFS New
Discovery SC
  MFS
Utilities SC
  MFS
Investors
Growth
Stock SC
  MFS VIT
Research
Bond SC
  MFS VIT
Value SC
  MFS VIT II
Emerging
Markets
Equity SC
  MFS VIT II
International
Value SC
 

From Operations

 

Net investment income (loss)

 

$

(13

)

 

$

3

   

$

(36

)

 

$

10

   

$

(6

)

 

$

(7

)

 

$

(11

)

 

$

1

   

$

1

   

Net realized gain (loss) on investments

   

130

     

29

     

90

     

36

     

20

     

29

     

130

     

(5

)

   

1

   

Net unrealized appreciation (depreciation) on investments

   

575

     

83

     

740

     

141

     

106

     

(78

)

   

743

     

(19

)

   

57

   
Net increase (decrease) in net assets resulting from
operations
   

692

     

115

     

794

     

187

     

120

     

(56

)

   

862

     

(23

)

   

59

   

From Variable Annuity Contract Transactions

 

Contact owners' net payments

   

593

     

256

     

576

     

294

     

49

     

697

     

1,463

     

168

     

258

   

Contract maintenance fees

   

(25

)

   

(7

)

   

(24

)

   

(12

)

   

(4

)

   

(23

)

   

(32

)

   

(3

)

   

(3

)

 

Surrenders

   

(79

)

   

(11

)

   

(47

)

   

(49

)

   

(2

)

   

(54

)

   

(57

)

   

(3

)

   

(7

)

 

Death benefits

   

(3

)

   

(24

)

   

(67

)

   

(11

)

   

     

(49

)

   

(138

)

   

     

   

Transfer (to) from other portfolios

   

(376

)

   

(468

)

   

(153

)

   

171

     

(7

)

   

95

     

(108

)

   

(114

)

   

(17

)

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

110

     

(254

)

   

285

     

393

     

36

     

666

     

1,128

     

48

     

231

   

Total increase (decrease) in net assets

   

802

     

(139

)

   

1,079

     

580

     

156

     

610

     

1,990

     

25

     

290

   

Net Assets

 

Beginning of period

   

2,118

     

985

     

1,745

     

842

     

383

     

2,028

     

1,848

     

213

     

101

   

End of period

 

$

2,920

   

$

846

   

$

2,824

   

$

1,422

   

$

539

   

$

2,638

   

$

3,838

   

$

238

   

$

391

   

The accompanying notes are an integral part of these financial statements.
F-35



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
For the Year Ended December 31, 2013
($ in thousands)

   

Oppenheimer Variable Account Funds

 
    Oppenheimer
Money
Fund/VA
  Oppenheimer
Discovery
Mid Cap
Growth
Fund/VA
  Oppenheimer
Capital
Appreciation
Fund/VA
  Oppenheimer
Main Street
Fund/VA
  Oppenheimer
Global
Strategic
Income
Fund/VA
  Oppenheimer
Global
Fund/VA
  Oppenheimer
Discovery
Mid Cap
Growth
Fund/VA SC
  Oppenheimer
Capital
Appreciation
Fund/VA SC
  Oppenheimer
Main Street
Fund/VA SC
 

From Operations

 

Net investment income (loss)

 

$

(31

)

 

$

(1

)

 

$

(1

)

 

$

   

$

4

   

$

   

$

   

$

(1

)

 

$

(3

)

 
Net realized gain (loss) on
investments
   

     

(5

)

   

6

     

1

     

     

9

     

     

4

     

11

   
Net unrealized appreciation
(depreciation) on investments
   

1

     

32

     

25

     

4

     

(6

)

   

37

     

1

     

53

     

149

   
Net increase (decrease) in net assets
resulting from operations
   

(30

)

   

26

     

30

     

5

     

(2

)

   

46

     

1

     

56

     

157

   
From Variable Annuity Contract
Transactions
 

Contact owners' net payments

   

575

     

     

7

     

14

     

     

     

     

61

     

333

   

Contract maintenance fees

   

(24

)

   

     

     

     

     

     

     

(2

)

   

(5

)

 

Surrenders

   

(267

)

   

(24

)

   

(23

)

   

     

     

(38

)

   

     

(11

)

   

(7

)

 

Death benefits

   

(40

)

   

     

(7

)

   

(14

)

   

     

     

     

     

   

Transfer (to) from other portfolios

   

580

     

     

(1

)

   

(2

)

   

(9

)

   

3

     

     

10

     

(38

)

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

824

     

(24

)

   

(24

)

   

(2

)

   

(9

)

   

(35

)

   

     

58

     

283

   
Total increase (decrease) in net
assets
   

794

     

2

     

6

     

3

     

(11

)

   

11

     

1

     

114

     

440

   

Net Assets

 

Beginning of period

   

1,557

     

90

     

118

     

17

     

101

     

198

     

4

     

158

     

335

   

End of period

 

$

2,351

   

$

92

   

$

124

   

$

20

   

$

90

   

$

209

   

$

5

   

$

272

   

$

775

   

The accompanying notes are an integral part of these financial statements.
F-36



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
For the Year Ended December 31, 2013
($ in thousands)

    Oppenheimer Variable
Account Funds
 

Invesco Variable Insurance Funds

 
    Oppenheimer
Global
Strategic
Income
Fund/VA SC
  Oppenheimer
Global
Fund/VA SC
  Invesco VI
American
Franchise
  Invesco VI
Comstock
  Invesco VI
Growth &
Income
  Invesco VI
Mid-Cap
Growth II
  Invesco VI
Equity and
Income II
  Invesco VI
Comstock II
  Invesco VI
Growth &
Income II
  Invesco VI
American
Value II
 

From Operations

 

Net investment income (loss)

 

$

214

   

$

(9

)

 

$

(1

)

 

$

   

$

   

$

(11

)

 

$

4

   

$

   

$

(7

)

 

$

(4

)

 

Net realized gain (loss) on investments

   

59

     

102

     

4

     

     

1

     

15

     

25

     

34

     

199

     

83

   
Net unrealized appreciation (depreciation)
on investments
   

(384

)

   

730

     

30

     

57

     

28

     

247

     

389

     

193

     

1,653

     

15

   
Net increase (decrease) in net assets
resulting from operations
   

(111

)

   

823

     

33

     

57

     

29

     

251

     

418

     

227

     

1,845

     

94

   
From Variable Annuity Contract
Transactions
 

Contact owners' net payments

   

1,576

     

1,068

     

     

14

     

14

     

78

     

751

     

117

     

2,010

     

2

   

Contract maintenance fees

   

(70

)

   

(36

)

   

     

     

     

(9

)

   

(21

)

   

(9

)

   

(69

)

   

(3

)

 

Surrenders

   

(196

)

   

(118

)

   

(22

)

   

     

     

(27

)

   

(43

)

   

(40

)

   

(166

)

   

(2

)

 

Death benefits

   

(3

)

   

(84

)

   

     

(13

)

   

(13

)

   

     

(63

)

   

     

(153

)

   

   

Transfer (to) from other portfolios

   

(264

)

   

(30

)

   

     

12

     

1

     

(51

)

   

129

     

(174

)

   

105

     

(487

)

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

1,043

     

800

     

(22

)

   

13

     

2

     

(9

)

   

753

     

(106

)

   

1,727

     

(490

)

 

Total increase (decrease) in net assets

   

932

     

1,623

     

11

     

70

     

31

     

242

     

1,171

     

121

     

3,572

     

(396

)

 

Net Assets

 

Beginning of period

   

6,505

     

2,555

     

99

     

164

     

92

     

717

     

1,396

     

740

     

4,701

     

485

   

End of period

 

$

7,437

   

$

4,178

   

$

110

   

$

234

   

$

123

   

$

959

   

$

2,567

   

$

861

   

$

8,273

   

$

89

   

The accompanying notes are an integral part of these financial statements.
F-37



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
For the Year Ended December 31, 2013
($ in thousands)

   

Invesco Variable Insurance Funds

  The Universal
Institutional
Funds, Inc.
 

Lord Abbett Series Fund, Inc.

 
    Invesco VI
Balanced
Risk
Allocation II
  Invesco VI
Government
Securities II
  Invesco VI
International
Growth II
  Invesco VI
Global Real
Estate II
  Invesco VI
Small Cap
Equity II
  UIF Global
Real Estate II
  Lord Abbett
Growth &
Income
  Lord Abbett
Bond
Debenture
  Lord Abbett
Mid Cap
Stock
  Lord Abbett
Growth
Opportunities
 

From Operations

 

Net investment income (loss)

 

$

52

   

$

28

   

$

(1

)

 

$

10

   

$

(1

)

 

$

18

   

$

(5

)

 

$

383

   

$

(3

)

 

$

(2

)

 

Net realized gain (loss) on investments

   

395

     

(8

)

   

     

(4

)

   

1

     

4

     

26

     

207

     

14

     

41

   
Net unrealized appreciation (depreciation) on
investments
   

(441

)

   

(73

)

   

33

     

(13

)

   

15

     

(37

)

   

166

     

(123

)

   

54

     

19

   
Net increase (decrease) in net assets resulting
from operations
   

6

     

(53

)

   

32

     

(7

)

   

15

     

(15

)

   

187

     

467

     

65

     

58

   

From Variable Annuity Contract Transactions

 

Contact owners' net payments

   

7,081

     

57

     

91

     

238

     

34

     

     

     

1,858

     

51

     

46

   

Contract maintenance fees

   

(123

)

   

(15

)

   

(2

)

   

(3

)

   

(1

)

   

(8

)

   

(5

)

   

(80

)

   

(1

)

   

(2

)

 

Surrenders

   

(248

)

   

(127

)

   

(3

)

   

(6

)

   

(3

)

   

(39

)

   

(11

)

   

(238

)

   

(2

)

   

(4

)

 

Death benefits

   

(16

)

   

     

     

     

     

     

(34

)

   

(133

)

   

     

   

Transfer (to) from other portfolios

   

949

     

82

     

73

     

(36

)

   

(2

)

   

254

     

(64

)

   

3,206

     

(126

)

   

1

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

7,643

     

(3

)

   

159

     

193

     

28

     

207

     

(114

)

   

4,613

     

(78

)

   

41

   

Total increase (decrease) in net assets

   

7,649

     

(56

)

   

191

     

186

     

43

     

192

     

73

     

5,080

     

(13

)

   

99

   

Net Assets

 

Beginning of period

   

5,898

     

1,201

     

87

     

175

     

19

     

669

     

612

     

5,238

     

289

     

148

   

End of period

 

$

13,547

   

$

1,145

   

$

278

   

$

361

   

$

62

   

$

861

   

$

685

   

$

10,318

   

$

276

   

$

247

   

The accompanying notes are an integral part of these financial statements.
F-38



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
For the Year Ended December 31, 2013
($ in thousands)

   

Lord Abbett Series Fund, Inc.

 

Fidelity Variable Insurance Products

 
    Lord Abbett
Calibrated
Dividend
Growth
  Lord Abbett
International
Opportunities
  Lord Abbett
Classic
Stock
  Lord Abbett
Series
Fundamental
Equity VC
  Fidelity
Index 500
Portfolio SC2
  Fidelity
Contrafund
Portfolio SC2
  Fidelity
Mid Cap SC2
  Fidelity
Equity
Income SC2
  Fidelity
Investment
Grade
Bonds SC2
 

From Operations

 

Net investment income (loss)

 

$

4

   

$

1

   

$

(3

)

 

$

(52

)

 

$

13

   

$

(35

)

 

$

(45

)

 

$

2

   

$

40

   

Net realized gain (loss) on investments

   

61

     

23

     

122

     

686

     

73

     

65

     

627

     

14

     

65

   

Net unrealized appreciation (depreciation) on investments

   

27

     

18

     

60

     

503

     

809

     

1,577

     

584

     

28

     

(287

)

 
Net increase (decrease) in net assets resulting from
operations
   

92

     

42

     

179

     

1,137

     

895

     

1,607

     

1,166

     

44

     

(182

)

 

From Variable Annuity Contract Transactions

 

Contact owners' net payments

   

41

     

     

222

     

1,088

     

1,062

     

1,702

     

1,195

     

1

     

850

   

Contract maintenance fees

   

(4

)

   

(1

)

   

(7

)

   

(42

)

   

(36

)

   

(65

)

   

(40

)

   

     

(49

)

 

Surrenders

   

(2

)

   

(42

)

   

(20

)

   

(128

)

   

(197

)

   

(304

)

   

(101

)

   

     

(112

)

 

Death benefits

   

     

     

(8

)

   

(92

)

   

(49

)

   

(2

)

   

(92

)

   

     

(2

)

 

Transfer (to) from other portfolios

   

194

     

(25

)

   

(395

)

   

1,061

     

246

     

1,904

     

160

     

(8

)

   

299

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

229

     

(68

)

   

(208

)

   

1,887

     

1,026

     

3,235

     

1,122

     

(7

)

   

986

   

Total increase (decrease) in net assets

   

321

     

(26

)

   

(29

)

   

3,024

     

1,921

     

4,842

     

2,288

     

37

     

804

   

Net Assets

 

Beginning of period

   

317

     

155

     

666

     

2,435

     

2,388

     

3,678

     

2,680

     

176

     

4,625

   

End of period

 

$

638

   

$

129

   

$

637

   

$

5,459

   

$

4,309

   

$

8,520

   

$

4,968

   

$

213

   

$

5,429

   

The accompanying notes are an integral part of these financial statements.
F-39



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
For the Year Ended December 31, 2013
($ in thousands)

   

Franklin Templeton Variable Insurance Products Trust

 
    Franklin
Flex Cap
Growth
Securities
  Franklin
Income
Securities
  Franklin
Rising
Dividend
Securities
  Franklin
Small-Mid
Cap Growth
Securities
  Franklin
Small Cap
Value
Securities CL 2
  Franklin US
Government
Fund
  Templeton
Growth
Securities
  Templeton
Foreign
Securities
  Templeton
Global Bond
Securities
Fund II
 

From Operations

 

Net investment income (loss)

 

$

(2

)

 

$

326

   

$

7

   

$

(13

)

 

$

(1

)

 

$

86

   

$

5

   

$

14

   

$

305

   

Net realized gain (loss) on investments

   

5

     

26

     

140

     

69

     

42

     

(1

)

   

6

     

16

     

110

   

Net unrealized appreciation (depreciation) on investments

   

45

     

310

     

1,404

     

205

     

319

     

(302

)

   

77

     

338

     

(425

)

 
Net increase (decrease) in net assets resulting from
operations
   

48

     

662

     

1,551

     

261

     

360

     

(217

)

   

88

     

368

     

(10

)

 

From Variable Annuity Contract Transactions

 

Contact owners' net payments

   

14

     

2,598

     

1,668

     

243

     

228

     

1,729

     

56

     

168

     

3,266

   

Contract maintenance fees

   

(2

)

   

(63

)

   

(65

)

   

(9

)

   

(12

)

   

(54

)

   

(3

)

   

(19

)

   

(90

)

 

Surrenders

   

(3

)

   

(155

)

   

(161

)

   

(11

)

   

(27

)

   

(163

)

   

(7

)

   

(6

)

   

(361

)

 

Death benefits

   

     

(24

)

   

(22

)

   

     

     

(121

)

   

     

     

(26

)

 

Transfer (to) from other portfolios

   

107

     

364

     

(125

)

   

(57

)

   

188

     

847

     

47

     

450

     

1,723

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

116

     

2,720

     

1,295

     

166

     

377

     

2,238

     

93

     

593

     

4,512

   

Total increase (decrease) in net assets

   

164

     

3,382

     

2,846

     

427

     

737

     

2,021

     

181

     

961

     

4,502

   

Net Assets

 

Beginning of period

   

82

     

4,024

     

4,797

     

570

     

825

     

4,461

     

235

     

1,458

     

5,841

   

End of period

 

$

246

   

$

7,406

   

$

7,643

   

$

997

   

$

1,562

   

$

6,482

   

$

416

   

$

2,419

   

$

10,343

   

The accompanying notes are an integral part of these financial statements.
F-40



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
For the Year Ended December 31, 2013
($ in thousands)

    Franklin Templeton
Variable Insurance
Products Trust
 

Legg Mason Partners Variable Equity Trust

 

PIMCO Variable Insurance Trust

 
    Templeton
Developing
Markets
Sec CL2
  Mutual
Shares
Securities
  ClearBridge
Variable
Mid Cap
Core II
  ClearBridge
Variable
Small Cap
Growth II
  Legg Mason
Dynamic
Multi-Strategy
VIT II
  PIMCO VIT
Long-Term US
Government
Advisor
  PIMCO VIT
Low Duration
Advisor
  PIMCO VIT
Real Return
Advisor
  PIMCO VIT
Short-Term
Advisor
 

From Operations

 

Net investment income (loss)

 

$

4

   

$

50

   

$

(22

)

 

$

(15

)

 

$

(52

)

 

$

8

   

$

(2

)

 

$

26

   

$

(13

)

 

Net realized gain (loss) on investments

   

1

     

172

     

179

     

161

     

56

     

54

     

     

12

     

   

Net unrealized appreciation (depreciation) on investments

   

(16

)

   

1,365

     

295

     

198

     

1,595

     

(238

)

   

(47

)

   

(1,100

)

   

(4

)

 
Net increase (decrease) in net assets resulting from
operations
   

(11

)

   

1,587

     

452

     

344

     

1,599

     

(176

)

   

(49

)

   

(1,062

)

   

(17

)

 

From Variable Annuity Contract Transactions

 

Contact owners' net payments

   

417

     

1,733

     

388

     

219

     

6,163

     

214

     

675

     

1,900

     

407

   

Contract maintenance fees

   

(5

)

   

(65

)

   

(16

)

   

(10

)

   

(120

)

   

(11

)

   

(26

)

   

(93

)

   

(17

)

 

Surrenders

   

(7

)

   

(145

)

   

(41

)

   

(69

)

   

(269

)

   

(25

)

   

(185

)

   

(284

)

   

(35

)

 

Death benefits

   

     

(148

)

   

(2

)

   

     

(251

)

   

     

(29

)

   

(107

)

   

(29

)

 

Transfer (to) from other portfolios

   

29

     

(293

)

   

205

     

572

     

1,361

     

109

     

626

     

653

     

666

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

434

     

1,082

     

534

     

712

     

6,884

     

287

     

1,061

     

2,069

     

992

   

Total increase (decrease) in net assets

   

423

     

2,669

     

986

     

1,056

     

8,483

     

111

     

1,012

     

1,007

     

975

   

Net Assets

 

Beginning of period

   

127

     

5,133

     

855

     

297

     

5,649

     

1,001

     

2,283

     

8,044

     

1,290

   

End of period

 

$

550

   

$

7,802

   

$

1,841

   

$

1,353

   

$

14,132

   

$

1,112

   

$

3,295

   

$

9,051

   

$

2,265

   

The accompanying notes are an integral part of these financial statements.
F-41



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

STATEMENT OF CHANGES IN NET ASSETS, CONTINUED
For the Year Ended December 31, 2013
($ in thousands)

   

PIMCO Variable Insurance Trust

 

Royce Capital Fund

 
    PIMCO VIT
Total Return
Advisor
  PIMCO VIT
All Asset
Advisor
  PIMCO VIT
Global
Diversified
Allocation
Portfolio
  Royce
Capital Fund
Micro-Cap SC
  Royce
Capital Fund
Small-Cap SC
 

From Operations

 

Net investment income (loss)

 

$

107

   

$

23

   

$

2

   

$

(11

)

 

$

(16

)

 

Net realized gain (loss) on investments

   

128

     

(4

)

   

2

     

39

     

326

   

Net unrealized appreciation (depreciation) on investments

   

(825

)

   

(34

)

   

     

157

     

820

   

Net increase (decrease) in net assets resulting from operations

   

(590

)

   

(15

)

   

4

     

185

     

1,130

   

From Variable Annuity Contract Transactions

 

Contact owners' net payments

   

4,050

     

452

     

16

     

122

     

1,044

   

Contract maintenance fees

   

(157

)

   

(8

)

   

     

(9

)

   

(39

)

 

Surrenders

   

(405

)

   

(9

)

   

(1

)

   

(49

)

   

(111

)

 

Death benefits

   

(149

)

   

     

     

     

(77

)

 

Transfer (to) from other portfolios

   

954

     

(52

)

   

45

     

151

     

2

   

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

   

4,293

     

383

     

60

     

215

     

819

   

Total increase (decrease) in net assets

   

3,703

     

368

     

64

     

400

     

1,949

   

Net Assets

 

Beginning of period

   

13,201

     

349

     

0

     

819

     

2,739

   

End of period

 

$

16,904

   

$

717

   

$

64

   

$

1,219

   

$

4,688

   

The accompanying notes are an integral part of these financial statements.
F-42




THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

1.  ORGANIZATION

The Variable Annuity Account A of Protective Life ("Separate Account") was established by Protective Life and Annuity Insurance Company ("PLAIC") on December 1, 1997, with sales beginning August 21, 1998. PLAIC is a wholly owned subsidiary of Protective Life Insurance Company ("Protective Life"), which is a wholly owned subsidiary of Protective Life Corporation ("PLC"). On February 1, 2015, PLC and its subsidiaries became wholly owned subsidiaries of The Dai-ichi Life Insurance Company, Limited, a kabushiki kaisha organized under the laws of Japan. The Separate Account is an investment account to which net proceeds from individual flexible premium deferred variable annuity contracts ("Contracts") issued by PLAIC are allocated until maturity or termination of the Contracts. The following is a list of each variable annuity product funded by the Separate Account:

Protective Variable Annuity NY

Elements Classic NY

Access XL NY

Rewards II NY

Elite NY

Protective Variable Annuity NY (2012) L,B,C Series

PLAIC has structured the Separate Account into a unit investment trust form registered with the U.S. Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended. The Separate Account follows the accounting and reporting guidance in ASC Topic 946, "Financial Services — Investment Companies".

During the years ended December 31, 2014 and 2013, assets were invested in ninety subaccounts:

Subaccounts

Goldman Sachs Large Cap Value

Goldman Sachs Strategic International Equity

Goldman Sachs US Equity Insights(b)

Goldman Sachs Small Cap Equity Insights(b)

Goldman Sachs Strategic Growth

Goldman Sachs Strategic Growth SC

Goldman Sachs Large Cap Value Fund SC(a)

Goldman Sachs Strategic International Equity SC

Goldman Sachs US Equity Insights SC(b)

Goldman Sachs VIT Growth Opportunities SC

Goldman Sachs Mid Cap Value SC

Goldman Sachs Global Markets Navigator SC

MFS Growth Series IC

MFS Research IC

MFS Investors Trust IC

MFS Total Return IC

MFS New Discovery IC

MFS Utilities IC

MFS Growth Series SC

MFS Research SC

MFS Investors Trust SC

MFS Total Return SC

MFS New Discovery SC

MFS Utilities SC

MFS Investors Growth Stock SC

MFS VIT Research Bond SC

MFS VIT Value SC

MFS VIT II Emerging Markets Equity SC

MFS VIT II International Value SC

Oppenheimer Money Fund/VA

Oppenheimer Discovery Mid Cap Growth Fund/VA

Oppenheimer Capital Appreciation Fund/VA

Oppenheimer Main Street Fund/VA

Oppenheimer Global Strategic Income Fund/VA

Oppenheimer Global Fund/VA

Oppenheimer Discovery Mid Cap Growth Fund/VA SC

Oppenheimer Capital Appreciation Fund/VA SC

Oppenheimer Main Street Fund/VA SC

Oppenheimer Global Strategic Income Fund/VA SC


F-43



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

1.  ORGANIZATION — (Continued)

Subaccounts

Oppenheimer Global Fund/VA SC

Invesco VI American Franchise I

Invesco VI Comstock I

Invesco VI Growth & Income I

Invesco VI Mid-Cap Growth II

Invesco VI Equity and Income II

Invesco VI Comstock II

Invesco VI Growth & Income II

Invesco VI American Value II

Invesco VI Balanced Risk Allocation II

Invesco VI Government Securities II

Invesco VI International Growth II

Invesco VI Global Real Estate II

Invesco VI Small Cap Equity II

UIF Global Real Estate II(a)

Lord Abbett Growth & Income VC(a)

Lord Abbett Bond Debenture VC

Lord Abbett Mid Cap Stock VC

Lord Abbett Growth Opportunities VC

Lord Abbett Calibrated Dividend Growth VC

Lord Abbett International Opportunities VC(a)

Lord Abbett Classic Stock VC

Lord Abbett Series Fundamental Equity VC

Fidelity Index 500 Portfolio SC2

Fidelity Contrafund Portfolio SC2

Fidelity Mid Cap SC2

Fidelity Equity Income SC2

Fidelity Investment Grade Bonds SC2

Franklin Flex Cap Growth VIP CL 2(b)

Franklin Income VIP CL 2(b)

Franklin Rising Dividend VIP CL 2(b)

Franklin Small-Mid Cap Growth VIP CL 2(b)

Franklin Small Cap Value VIP CL 2(b)

Franklin US Government Securities VIP CL 2(b)

Templeton Growth VIP CL 2(b)

Templeton Foreign VIP CL 2(b)

Templeton Global Bond VIP Fund CL 2(b)

Templeton Developing Markets VIP CL 2(b)

Franklin Mutual Shares VIP CL 2(b)

ClearBridge Variable Mid Cap Core II

ClearBridge Variable Small Cap Growth II

QS Legg Mason Dynamic Multi-Strategy VIT II(b)

PIMCO VIT Long-Term US Government Advisor

PIMCO VIT Low Duration Advisor

PIMCO VIT Real Return Advisor

PIMCO VIT Short-Term Advisor

PIMCO VIT Total Return Advisor

PIMCO VIT All Asset Advisor

PIMCO VIT Global Diversified Allocation Portfolio

Royce Capital Fund Micro-Cap SC

Royce Capital Fund Small-Cap SC

(a)  Not available for new contracts

(b)  Subaccount name changed. See below.

Subaccount Name Changes in 2014

Old Subaccount Name

 

New Subaccount Name

 

Goldman Sachs Structured US Equity

 

Goldman Sachs US Equity Insights

 

Goldman Sachs Structured Small Cap Equity

 

Goldman Sachs Small Cap Equity Insights

 

Goldman Sachs Structured US Equity SC

 

Goldman Sachs US Equity Insights SC

 

Franklin Flex Cap Growth Securities

 

Franklin Flex Cap Growth VIP CL 2

 

Franklin Income Securities

 

Franklin Income VIP CL 2

 

Franklin Rising Dividend Securities

 

Franklin Rising Dividend VIP CL 2

 

Franklin Small-Mid Cap Growth Securities

 

Franklin Small-Mid Cap Growth VIP CL 2

 

Franklin Small Cap Value Securities CL 2

 

Franklin Small Cap Value VIP CL 2

 

Franklin US Government Fund

 

Franklin US Government Securities VIP CL 2

 

Templeton Growth Securities

 

Templeton Growth VIP CL 2

 

Templeton Foreign Securities

 

Templeton Foreign VIP CL 2

 

Templeton Global Bond Securities Fund II

 

Templeton Global Bond VIP Fund CL 2

 


F-44



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

1.  ORGANIZATION — (Continued)

Old Subaccount Name

 

New Subaccount Name

 

Templeton Developing Markets Sec CL 2

 

Templeton Developing Markets VIP CL 2

 

Franklin Mutual Shares Securities  Franklin Mutual Shares VIP CL 2

Legg Mason Dynamic Multi-Strategy VIT II

 

QS Legg Mason Dynamic Multi-Strategy VIT II

 

Gross premiums from the Contracts are allocated to the subaccounts in accordance with contract owner instructions and are recorded as variable annuity contract transactions in the statement of changes in net assets. Such amounts are used to provide account funds to pay contract values under the Contracts. The Separate Account's assets are the property of PLAIC and are segregated from PLAIC's other assets.

Contract owners may allocate some or all of the applicable gross premiums or transfer some or all of the contract value to the Guaranteed Account, which is part of PLAIC's General Account. The assets of PLAIC's General Account support its insurance and annuity obligations and are subject to PLAIC's general liabilities from business operations. The Guaranteed Account's balance as of December 31, 2014 was approximately $2.1 million.

2.  SIGNIFICANT ACCOUNTING POLICIES

Investment Valuation

Investments are made and measured in shares and are valued at the net asset values of the respective fund portfolios ("Funds"), whose investments are stated at fair value. The net assets of each subaccount of the Separate Account reflect the investment management fees and other operating expenses incurred by the Funds. Transactions with the Funds are recorded on the trade date.

Net Realized Gains and Losses

Net realized gains and losses on investments include gains and losses on redemptions of the Funds' shares (determined for each product using the last-in-first-out (LIFO) basis) and capital gain distributions from the Funds.

Dividend Income and Capital Gain Distributions

Dividend income and capital gain distributions are recorded on the ex-dividend date and are reinvested in additional shares of the portfolio. Ordinary dividend and capital gain distributions are from net investment income and net realized gains, respectively, as recorded in the financial statements of the underlying investment company.

Accumulation Unit Value

The Accumulation Unit Value for each class of Accumulation Units in a subaccount at the end of every Valuation Date is the Accumulation Unit value for that class at the end of the previous Valuation Date times the net investment factor as defined in the underlying product prospectuses.

Net transfers (to) from affiliate or subaccounts

Net transfers (to) from affiliate or subaccounts include transfers of all or part of the contract owner's interest to or from another subaccount or to the general account of PLAIC.


F-45



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

2.  SIGNIFICANT ACCOUNTING POLICIES — (Continued)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make various estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

Federal Income Taxes

The results of the operations of the Separate Account are included in the federal income tax return of PLC. Under the provisions of the contracts, PLAIC has the right to charge the Separate Account for federal income tax attributable to the Separate Account. No charge has been made against the Separate Account for such tax during the year ended December 31, 2014. Management will periodically review the application of this policy in the event of changes in tax law. Accordingly, a change may be made in future years to consider charges for any federal income taxes that would be attributable to the contracts.

Annuity Payouts

Net assets allocated to contracts in the annuity payout period are computed according to the Annuity 2000 Mortality Table. The assumed investment return is 5%. The mortality risk is fully borne by PLAIC and may result in additional amounts being transferred into the Separate Account by PLAIC to cover greater longevity of annuitants than expected. Conversely, if amounts allocated exceed amounts required, transfers may be made to PLAIC for the calculated or excess differential. As of December 31, 2014, there are no contracts in the annuity payout phase.

Risks and Uncertainties

The Separate Account provides for various subaccount investment options in any combination of mutual funds, each of which bears exposure to the market, credit and liquidity risks of the underlying portfolio in which it invests. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of investments, it is at least reasonably possible that changes in risks in the near term could materially affect investment balances, the amounts reported in the statement of assets and liabilities and the amounts reported in the statements of changes in net assets. Accordingly, these financial statements should be read in conjunction with the financial statements and footnotes of the underlying mutual funds identified in Note 1.

3.  FAIR VALUE OF FINANCIAL INSTRUMENTS

The Separate Account determines the fair value of its financial instruments based on the fair value hierarchy established in FASB guidance referenced in the Fair Value Measurements and Disclosures Topic which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.


F-46



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

3.  FAIR VALUE OF FINANCIAL INSTRUMENTS — (Continued)

The Separate Account has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into a three level hierarchy as outlined within the applicable guidance. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. As there are no level 2 or level 3 assets in any period presented, disclosure of transfers between levels or disclosure of a reconciliation of level 3 assets is not required. In addition, there are no other financial assets or assets valued on a non-recurring basis.

Financial assets recorded at fair value in the Statement of Assets and Liabilities are categorized as follows:

Level 1: Unadjusted quoted prices for identical assets in an active market.

Level 2: Quoted prices in markets that are not active or significant inputs that are observable either directly or indirectly. Level 2 inputs include the following:

  a) Quoted prices for similar assets in active markets

  b) Quoted prices for identical or similar assets in non-active markets

  c) Inputs other than quoted market prices that are observable

  d) Inputs that are derived principally from or corroborated by observable market data through correlation or other means.

Level 3: Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. They reflect management's own assumptions about the assumptions a market participant would use in pricing the asset.

Determination of fair values

The valuation methodologies used to determine the fair values of assets and liabilities under the FASB guidance referenced in the Fair Value Measurements and Disclosures Topic reflect market participant assumptions and are based on the application of the fair value hierarchy that prioritizes observable market inputs over unobservable inputs. The Separate Account determines the fair values of certain financial assets based on quoted market prices. All of the investments in the subaccounts of the Separate Account are classified as Level 1 in the fair value hierarchy and consist of open-ended mutual funds. Participants may, without restriction, transact at the daily net asset value ("NAV") of the mutual funds. The NAV represents the daily per share value based on the fair value of the underlying portfolio of investments of the respective mutual funds.


F-47



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

4.  CHANGES IN UNITS OUTSTANDING

The change in units outstanding for the years ended December 31, 2014 and 2013 were as follows:

(in thousands)

 

2014

 

2013

 

Subaccount

  Units
Issued
  Units
Redeemed
  Net
Increase
(Decrease)
  Units
Issued
  Units
Redeemed
  Net
Increase
(Decrease)
 

Goldman Sachs Large Cap Value

   

     

     

     

     

     

   
Goldman Sachs Strategic International
Equity
   

     

(1

)

   

(1

)

   

     

     

   

Goldman Sachs US Equity Insights

   

     

(1

)

   

(1

)

   

     

     

   

Goldman Sachs Small Cap Equity Insights

   

     

     

     

     

(1

)

   

(1

)

 

Goldman Sachs Strategic Growth

   

     

     

     

     

     

   

Goldman Sachs Strategic Growth SC

   

36

     

(55

)

   

(19

)

   

108

     

(14

)

   

94

   

Goldman Sachs Large Cap Value Fund SC

   

6

     

(24

)

   

(18

)

   

1

     

(24

)

   

(23

)

 
Goldman Sachs Strategic International
Equity SC
   

33

     

(83

)

   

(50

)

   

16

     

(38

)

   

(22

)

 

Goldman Sachs US Equity Insights SC

   

     

     

     

     

     

   
Goldman Sachs VIT Growth
Opportunities SC
   

16

     

(11

)

   

5

     

38

     

(4

)

   

34

   

Goldman Sachs Mid Cap Value SC

   

59

     

(85

)

   

(26

)

   

107

     

(26

)

   

81

   
Goldman Sachs Global Markets
Navigator SC
   

6

     

(1

)

   

5

     

3

     

     

3

   

MFS Growth Series IC

   

     

     

     

     

     

   

MFS Research IC

   

     

     

     

     

     

   

MFS Investors Trust IC

   

     

     

     

     

     

   

MFS Total Return IC

   

     

     

     

     

     

   

MFS New Discovery IC

   

     

     

     

     

     

   

MFS Utilities IC

   

     

     

     

     

     

   

MFS Growth Series SC

   

54

     

(22

)

   

32

     

14

     

(7

)

   

7

   

MFS Research SC

   

6

     

(6

)

   

     

8

     

(1

)

   

7

   

MFS Investors Trust SC

   

66

     

(79

)

   

(13

)

   

63

     

(41

)

   

22

   

MFS Total Return SC

   

22

     

(15

)

   

7

     

29

     

(35

)

   

(6

)

 

MFS New Discovery SC

   

97

     

(178

)

   

(81

)

   

51

     

(24

)

   

27

   

MFS Utilities SC

   

19

     

(36

)

   

(17

)

   

36

     

(5

)

   

31

   

MFS Investors Growth Stock SC

   

13

     

(30

)

   

(17

)

   

12

     

(8

)

   

4

   

MFS VIT Research Bond SC

   

19

     

(24

)

   

(5

)

   

116

     

(52

)

   

64

   

MFS VIT Value SC

   

116

     

(122

)

   

(6

)

   

153

     

(60

)

   

93

   

MFS VIT II Emerging Markets Equity SC

   

48

     

(68

)

   

(20

)

   

34

     

(30

)

   

4

   

MFS VIT II International Value SC

   

41

     

(49

)

   

(8

)

   

24

     

(5

)

   

19

   

Oppenheimer Money Fund/VA

   

16,487

     

(11,943

)

   

4,544

     

1,858

     

(2,057

)

   

(199

)

 
Oppenheimer Discovery Mid Cap Growth
Fund/VA
   

     

(1

)

   

(1

)

   

     

(1

)

   

(1

)

 
Oppenheimer Capital Appreciation
Fund/VA
   

1

     

(1

)

   

     

     

(2

)

   

(2

)

 

Oppenheimer Main Street Fund/VA

   

     

     

     

1

     

(1

)

   

   


F-48



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

4.  CHANGES IN UNITS OUTSTANDING — (Continued)

(in thousands)

 

2014

 

2013

 

Subaccount

  Units
Issued
  Units
Redeemed
  Net
Increase
(Decrease)
  Units
Issued
  Units
Redeemed
  Net
Increase
(Decrease)
 
Oppenheimer Global Strategic Income
Fund/VA
   

1

     

(1

)

   

     

     

(1

)

   

(1

)

 

Oppenheimer Global Fund/VA

   

     

(1

)

   

(1

)

   

     

(1

)

   

(1

)

 
Oppenheimer Discovery Mid Cap Growth
Fund/VA SC
   

     

     

     

     

     

   
Oppenheimer Capital Appreciation
Fund/VA SC
   

14

     

(9

)

   

5

     

6

     

     

6

   

Oppenheimer Main Street Fund/VA SC

   

13

     

(17

)

   

(4

)

   

27

     

(4

)

   

23

   
Oppenheimer Global Strategic Income
Fund/VA SC
   

65

     

(74

)

   

(9

)

   

221

     

(88

)

   

133

   

Oppenheimer Global Fund/VA SC

   

120

     

(164

)

   

(44

)

   

94

     

(25

)

   

69

   

Invesco VI American Franchise I

   

     

(2

)

   

(2

)

   

     

(3

)

   

(3

)

 

Invesco VI Comstock I

   

     

(1

)

   

(1

)

   

2

     

(1

)

   

1

   

Invesco VI Growth & Income I

   

     

     

     

1

     

(1

)

   

   

Invesco VI Mid-Cap Growth II

   

22

     

(27

)

   

(5

)

   

14

     

(16

)

   

(2

)

 

Invesco VI Equity and Income II

   

84

     

(57

)

   

27

     

74

     

(12

)

   

62

   

Invesco VI Comstock II

   

63

     

(37

)

   

26

     

10

     

(20

)

   

(10

)

 

Invesco VI Growth & Income II

   

160

     

(189

)

   

(29

)

   

173

     

(32

)

   

141

   

Invesco VI American Value II

   

9

     

(3

)

   

6

     

4

     

(33

)

   

(29

)

 

Invesco VI Balanced Risk Allocation II

   

176

     

(226

)

   

(50

)

   

808

     

(155

)

   

653

   

Invesco VI Government Securities II

   

21

     

(29

)

   

(8

)

   

32

     

(33

)

   

(1

)

 

Invesco VI International Growth II

   

13

     

(26

)

   

(13

)

   

17

     

(2

)

   

15

   

Invesco VI Global Real Estate II

   

31

     

(22

)

   

9

     

29

     

(13

)

   

16

   

Invesco VI Small Cap Equity II

   

5

     

(7

)

   

(2

)

   

4

     

(1

)

   

3

   

UIF Global Real Estate II

   

24

     

(17

)

   

7

     

30

     

(13

)

   

17

   

Lord Abbett Growth & Income VC

   

4

     

(10

)

   

(6

)

   

1

     

(9

)

   

(8

)

 

Lord Abbett Bond Debenture VC

   

56

     

(40

)

   

16

     

339

     

(26

)

   

313

   

Lord Abbett Mid Cap Stock VC

   

13

     

(10

)

   

3

     

13

     

(16

)

   

(3

)

 

Lord Abbett Growth Opportunities VC

   

13

     

(8

)

   

5

     

5

     

(2

)

   

3

   

Lord Abbett Calibrated Dividend Growth VC

   

26

     

(32

)

   

(6

)

   

17

     

(6

)

   

11

   

Lord Abbett International Opportunities VC

   

3

     

(1

)

   

2

     

     

(6

)

   

(6

)

 

Lord Abbett Classic Stock VC

   

14

     

(16

)

   

(2

)

   

29

     

(46

)

   

(17

)

 

Lord Abbett Series Fundamental Equity VC

   

107

     

(120

)

   

(13

)

   

171

     

(23

)

   

148

   

Fidelity Index 500 Portfolio SC2

   

74

     

(70

)

   

4

     

133

     

(51

)

   

82

   

Fidelity Contrafund Portfolio SC2

   

142

     

(187

)

   

(45

)

   

321

     

(56

)

   

265

   

Fidelity Mid Cap SC2

   

228

     

(237

)

   

(9

)

   

146

     

(41

)

   

105

   

Fidelity Equity Income SC2

   

     

(4

)

   

(4

)

   

1

     

(1

)

   

   

Fidelity Investment Grade Bonds SC2

   

33

     

(36

)

   

(3

)

   

147

     

(53

)

   

94

   

Franklin Flex Cap Growth VIP CL 2

   

9

     

(13

)

   

(4

)

   

21

     

(12

)

   

9

   

Franklin Income VIP CL 2

   

299

     

(595

)

   

(296

)

   

299

     

(67

)

   

232

   

Franklin Rising Dividend VIP CL 2

   

159

     

(208

)

   

(49

)

   

177

     

(69

)

   

108

   


F-49



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

4.  CHANGES IN UNITS OUTSTANDING — (Continued)

(in thousands)

 

2014

 

2013

 

Subaccount

  Units
Issued
  Units
Redeemed
  Net
Increase
(Decrease)
  Units
Issued
  Units
Redeemed
  Net
Increase
(Decrease)
 

Franklin Small-Mid Cap Growth VIP CL 2

   

31

     

(36

)

   

(5

)

   

34

     

(18

)

   

16

   

Franklin Small Cap Value VIP CL 2

   

67

     

(81

)

   

(14

)

   

51

     

(25

)

   

26

   
Franklin US Government
Securities VIP CL 2
   

34

     

(47

)

   

(13

)

   

247

     

(35

)

   

212

   

Templeton Growth VIP CL 2

   

11

     

(18

)

   

(7

)

   

13

     

(4

)

   

9

   

Templeton Foreign VIP CL 2

   

79

     

(141

)

   

(62

)

   

61

     

(11

)

   

50

   

Templeton Global Bond VIP Fund CL 2

   

106

     

(78

)

   

28

     

442

     

(50

)

   

392

   

Templeton Developing Markets VIP CL 2

   

52

     

(92

)

   

(40

)

   

61

     

(17

)

   

44

   

Franklin Mutual Shares VIP CL 2

   

195

     

(291

)

   

(96

)

   

174

     

(77

)

   

97

   

ClearBridge Variable Mid Cap Core II

   

96

     

(107

)

   

(11

)

   

66

     

(21

)

   

45

   

ClearBridge Variable Small Cap Growth II

   

57

     

(65

)

   

(8

)

   

73

     

(27

)

   

46

   
QS Legg Mason Dynamic
Multi-Strategy VIT II
   

66

     

(136

)

   

(70

)

   

826

     

(184

)

   

642

   
PIMCO VIT Long-Term US Government
Advisor
   

4

     

(9

)

   

(5

)

   

33

     

(10

)

   

23

   

PIMCO VIT Low Duration Advisor

   

91

     

(135

)

   

(44

)

   

289

     

(187

)

   

102

   

PIMCO VIT Real Return Advisor

   

53

     

(85

)

   

(32

)

   

323

     

(147

)

   

176

   

PIMCO VIT Short-Term Advisor

   

16

     

(34

)

   

(18

)

   

112

     

(13

)

   

99

   

PIMCO VIT Total Return Advisor

   

136

     

(196

)

   

(60

)

   

626

     

(231

)

   

395

   

PIMCO VIT All Asset Advisor

   

44

     

(103

)

   

(59

)

   

65

     

(30

)

   

35

   
PIMCO VIT Global Diversified Allocation
Portfolio
   

10

     

     

10

     

6

     

     

6

   

Royce Capital Fund Micro-Cap SC

   

35

     

(81

)

   

(46

)

   

56

     

(34

)

   

22

   

Royce Capital Fund Small-Cap SC

   

200

     

(252

)

   

(52

)

   

143

     

(66

)

   

77

   

5.  INVESTMENTS

The cost of purchases and proceeds from sales of investments, including distributions received and reinvested, for the year ended December 31, 2014 are as follows:

(in thousands)

 

2014

 

Subaccount

 

Purchases

 

Sales

 

Goldman Sachs Large Cap Value

 

$

5

   

$

   

Goldman Sachs Strategic International Equity

   

1

     

2

   

Goldman Sachs US Equity Insights

   

4

     

3

   

Goldman Sachs Small Cap Equity Insights

   

9

     

1

   

Goldman Sachs Strategic Growth

   

27

     

4

   

Goldman Sachs Strategic Growth SC

   

1,508

     

1,046

   

Goldman Sachs Large Cap Value Fund SC

   

527

     

443

   

Goldman Sachs Strategic International Equity SC

   

434

     

1,045

   

Goldman Sachs US Equity Insights SC

   

1

     

2

   

Goldman Sachs VIT Growth Opportunities SC

   

478

     

222

   


F-50



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

5.  INVESTMENTS — (Continued)

(in thousands)

 

2014

 

Subaccount

 

Purchases

 

Sales

 

Goldman Sachs Mid Cap Value SC

 

$

1,506

   

$

1,380

   

Goldman Sachs Global Markets Navigator SC

   

64

     

2

   

MFS Growth Series IC

   

6

     

7

   

MFS Research IC

   

3

     

1

   

MFS Investors Trust IC

   

8

     

9

   

MFS Total Return IC

   

4

     

3

   

MFS New Discovery IC

   

4

     

   

MFS Utilities IC

   

4

     

1

   

MFS Growth Series SC

   

980

     

413

   

MFS Research SC

   

131

     

111

   

MFS Investors Trust SC

   

1,357

     

1,357

   

MFS Total Return SC

   

387

     

263

   

MFS New Discovery SC

   

1,961

     

2,971

   

MFS Utilities SC

   

533

     

781

   

MFS Investors Growth Stock SC

   

155

     

320

   

MFS VIT Research Bond SC

   

297

     

314

   

MFS VIT Value SC

   

2,078

     

1,968

   

MFS VIT II Emerging Markets Equity SC

   

448

     

620

   

MFS VIT II International Value SC

   

565

     

666

   

Oppenheimer Money Fund/VA

   

45,635

     

33,176

   

Oppenheimer Discovery Mid Cap Growth Fund/VA

   

     

15

   

Oppenheimer Capital Appreciation Fund/VA

   

4

     

23

   

Oppenheimer Main Street Fund/VA

   

1

     

1

   

Oppenheimer Global Strategic Income Fund/VA

   

4

     

12

   

Oppenheimer Global Fund/VA

   

11

     

27

   

Oppenheimer Discovery Mid Cap Growth Fund/VA SC

   

     

5

   

Oppenheimer Capital Appreciation Fund/VA SC

   

334

     

204

   

Oppenheimer Main Street Fund/VA SC

   

257

     

298

   

Oppenheimer Global Strategic Income Fund/VA SC

   

1,189

     

1,233

   

Oppenheimer Global Fund/VA SC

   

2,226

     

2,811

   

Invesco VI American Franchise I

   

     

15

   

Invesco VI Comstock I

   

3

     

17

   

Invesco VI Growth & Income I

   

17

     

7

   

Invesco VI Mid-Cap Growth II

   

273

     

316

   

Invesco VI Equity and Income II

   

1,538

     

884

   

Invesco VI Comstock II

   

1,020

     

608

   

Invesco VI Growth & Income II

   

3,829

     

3,275

   

Invesco VI American Value II

   

191

     

70

   

Invesco VI Balanced Risk Allocation II

   

3,019

     

3,028

   

Invesco VI Government Securities II

   

251

     

310

   

Invesco VI International Growth II

   

161

     

311

   

Invesco VI Global Real Estate II

   

383

     

258

   


F-51



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

5.  INVESTMENTS — (Continued)

(in thousands)

 

2014

 

Subaccount

 

Purchases

 

Sales

 

Invesco VI Small Cap Equity II

 

$

71

   

$

84

   

UIF Global Real Estate II

   

301

     

221

   

Lord Abbett Growth & Income VC

   

66

     

161

   

Lord Abbett Bond Debenture VC

   

1,734

     

1,035

   

Lord Abbett Mid Cap Stock VC

   

199

     

150

   

Lord Abbett Growth Opportunities VC

   

341

     

118

   

Lord Abbett Calibrated Dividend Growth VC

   

629

     

676

   

Lord Abbett International Opportunities VC

   

52

     

10

   

Lord Abbett Classic Stock VC

   

282

     

236

   

Lord Abbett Series Fundamental Equity VC

   

2,668

     

1,944

   

Fidelity Index 500 Portfolio SC2

   

1,322

     

1,245

   

Fidelity Contrafund Portfolio SC2

   

2,669

     

3,193

   

Fidelity Mid Cap SC2

   

3,433

     

3,406

   

Fidelity Equity Income SC2

   

8

     

70

   

Fidelity Investment Grade Bonds SC2

   

546

     

570

   

Franklin Flex Cap Growth VIP CL 2

   

162

     

189

   

Franklin Income VIP CL 2

   

4,487

     

8,099

   

Franklin Rising Dividend VIP CL 2

   

2,742

     

3,220

   

Franklin Small-Mid Cap Growth VIP CL 2

   

655

     

550

   

Franklin Small Cap Value VIP CL 2

   

1,308

     

1,373

   

Franklin US Government Securities VIP CL 2

   

624

     

702

   

Templeton Growth VIP CL 2

   

198

     

243

   

Templeton Foreign VIP CL 2

   

1,079

     

1,856

   

Templeton Global Bond VIP Fund CL 2

   

1,842

     

1,318

   

Templeton Developing Markets VIP CL 2

   

504

     

853

   

Franklin Mutual Shares VIP CL 2

   

3,139

     

4,245

   

ClearBridge Variable Mid Cap Core II

   

1,764

     

1,780

   

ClearBridge Variable Small Cap Growth II

   

1,227

     

1,237

   

QS Legg Mason Dynamic Multi-Strategy VIT II

   

1,170

     

1,868

   

PIMCO VIT Long-Term US Government Advisor

   

86

     

142

   

PIMCO VIT Low Duration Advisor

   

1,066

     

1,528

   

PIMCO VIT Real Return Advisor

   

841

     

1,237

   

PIMCO VIT Short-Term Advisor

   

192

     

381

   

PIMCO VIT Total Return Advisor

   

2,145

     

2,727

   

PIMCO VIT All Asset Advisor

   

499

     

1,116

   

PIMCO VIT Global Diversified Allocation Portfolio

   

118

     

5

   

Royce Capital Fund Micro-Cap SC

   

511

     

1,001

   

Royce Capital Fund Small-Cap SC

   

3,464

     

3,678

   


F-52



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

6.  FINANCIAL HIGHLIGHTS

PLAIC sells a number of variable annuity products that are funded by the Separate Account. These products have unique combinations of features and fees that are charged against the contract owner's account. Differences in the fee structures result in a variety of unit values, expense ratios and total returns. The following tables were developed by determining which products offered by PLAIC and funded by the Separate Account have the highest and lowest expense ratios. The summaries may not reflect or directly equate to the minimum and maximum contract charges offered by PLAIC, as contract owners may not have selected all available and applicable contract options for or during the periods presented.

   

As of December 31, 2014

 

For the Year Ended December 31, 2014

 

Subaccount

  Units
(000's)
  Unit
Fair
Value
Lowest
  Unit
Fair
Value
Highest
  Net
Assets
(000's)
  Investment
Income
Ratio*
  Expense
Ratio
Lowest**
  Expense
Ratio
Highest**
  Total
Return
Lowest***
  Total
Return
Highest***
 

Goldman Sachs Large Cap Value

   

1

   

$

34.26

   

$

34.26

   

$

28

     

1.44

%

   

1.40

%

   

1.40

%

   

11.36

%

   

11.36

%

 

Goldman Sachs Strategic International Equity

   

1

   

$

19.31

   

$

19.31

   

$

28

     

3.59

%

   

1.40

%

   

1.40

%

   

–8.84

%

   

–8.84

%

 

Goldman Sachs US Equity Insights

   

1

   

$

44.45

   

$

44.45

   

$

66

     

1.43

%

   

1.40

%

   

1.40

%

   

14.74

%

   

14.74

%

 

Goldman Sachs Small Cap Equity Insights

   

1

   

$

42.98

   

$

42.98

   

$

64

     

0.79

%

   

1.40

%

   

1.40

%

   

5.43

%

   

5.43

%

 

Goldman Sachs Strategic Growth

   

4

   

$

37.69

   

$

37.69

   

$

144

     

0.38

%

   

1.40

%

   

1.40

%

   

12.05

%

   

12.05

%

 

Goldman Sachs Strategic Growth SC

   

250

   

$

15.96

   

$

22.67

   

$

4,549

     

0.12

%

   

1.15

%

   

1.75

%

   

11.40

%

   

12.08

%

 

Goldman Sachs Large Cap Value Fund SC

   

125

   

$

13.98

   

$

18.82

   

$

2,227

     

1.08

%

   

1.05

%

   

1.75

%

   

10.64

%

   

11.43

%

 
Goldman Sachs Strategic International
Equity SC
   

31

   

$

9.46

   

$

14.43

   

$

380

     

1.54

%

   

1.05

%

   

1.75

%

   

–9.31

%

   

–8.67

%

 

Goldman Sachs US Equity Insights SC

   

1

   

$

22.00

   

$

22.00

   

$

16

     

1.14

%

   

1.50

%

   

1.50

%

   

14.44

%

   

14.44

%

 

Goldman Sachs VIT Growth Opportunities SC

   

51

   

$

15.62

   

$

20.65

   

$

958

     

0.00

%

   

1.15

%

   

1.75

%

   

9.16

%

   

9.82

%

 

Goldman Sachs Mid Cap Value SC

   

197

   

$

15.23

   

$

17.52

   

$

3,228

     

0.74

%

   

1.15

%

   

1.75

%

   

11.31

%

   

11.99

%

 

Goldman Sachs Global Markets Navigator SC

   

8

   

$

11.17

   

$

11.17

   

$

94

     

0.07

%

   

1.30

%

   

1.30

%

   

2.60

%

   

2.60

%

 

MFS Growth Series IC

   

4

   

$

27.34

   

$

27.34

   

$

100

     

0.10

%

   

1.40

%

   

1.40

%

   

7.42

%

   

7.42

%

 

MFS Research IC

   

2

   

$

23.78

   

$

23.78

   

$

39

     

0.83

%

   

1.40

%

   

1.40

%

   

8.66

%

   

8.66

%

 

MFS Investors Trust IC

   

4

   

$

22.79

   

$

22.79

   

$

90

     

0.95

%

   

1.40

%

   

1.40

%

   

9.45

%

   

9.45

%

 

MFS Total Return IC

   

4

   

$

25.60

   

$

25.60

   

$

94

     

1.88

%

   

1.40

%

   

1.40

%

   

6.98

%

   

6.98

%

 

MFS New Discovery IC

   

1

   

$

35.35

   

$

35.35

   

$

18

     

0.00

%

   

1.40

%

   

1.40

%

   

–8.55

%

   

–8.55

%

 

MFS Utilities IC

   

2

   

$

37.66

   

$

37.66

   

$

72

     

2.10

%

   

1.40

%

   

1.40

%

   

11.16

%

   

11.16

%

 

MFS Growth Series SC

   

81

   

$

15.54

   

$

26.22

   

$

1,365

     

0.00

%

   

1.15

%

   

1.75

%

   

6.79

%

   

7.44

%

 

MFS Research SC

   

9

   

$

15.51

   

$

22.80

   

$

183

     

0.61

%

   

1.15

%

   

1.65

%

   

8.12

%

   

8.67

%

 

MFS Investors Trust SC

   

166

   

$

15.28

   

$

21.86

   

$

2,892

     

0.79

%

   

1.15

%

   

1.75

%

   

8.78

%

   

9.44

%

 

MFS Total Return SC

   

62

   

$

13.22

   

$

24.54

   

$

1,001

     

1.67

%

   

1.15

%

   

1.75

%

   

6.34

%

   

6.99

%

 

MFS New Discovery SC

   

57

   

$

12.57

   

$

33.89

   

$

1,242

     

0.00

%

   

1.15

%

   

1.75

%

   

–9.11

%

   

–8.56

%

 

MFS Utilities SC

   

60

   

$

13.96

   

$

36.11

   

$

1,242

     

1.99

%

   

1.15

%

   

1.75

%

   

10.50

%

   

11.17

%

 

MFS Investors Growth Stock SC

   

32

   

$

10.46

   

$

22.47

   

$

394

     

0.23

%

   

1.05

%

   

1.75

%

   

9.17

%

   

9.95

%

 

MFS VIT Research Bond SC

   

238

   

$

10.77

   

$

12.06

   

$

2,694

     

2.75

%

   

1.15

%

   

1.75

%

   

3.77

%

   

4.41

%

 

MFS VIT Value SC

   

243

   

$

15.75

   

$

18.88

   

$

4,062

     

1.32

%

   

1.15

%

   

1.75

%

   

8.28

%

   

8.94

%

 

MFS VIT II Emerging Markets Equity SC

   

5

   

$

8.62

   

$

8.62

   

$

43

     

0.71

%

   

1.30

%

   

1.30

%

   

–8.19

%

   

–8.19

%

 

MFS VIT II International Value SC

   

21

   

$

13.11

   

$

13.24

   

$

272

     

2.04

%

   

1.30

%

   

1.65

%

   

–0.53

%

   

–0.18

%

 

Oppenheimer Money Fund/VA

   

5,394

   

$

0.94

   

$

9.57

   

$

14,809

     

0.01

%

   

1.15

%

   

1.75

%

   

–1.74

%

   

–1.14

%

 
Oppenheimer Discovery Mid Cap Growth
Fund/VA
   

4

   

$

21.17

   

$

21.17

   

$

82

     

0.00

%

   

1.40

%

   

1.40

%

   

4.31

%

   

4.31

%

 

Oppenheimer Capital Appreciation Fund/VA

   

5

   

$

26.12

   

$

26.12

   

$

119

     

0.46

%

   

1.40

%

   

1.40

%

   

13.80

%

   

13.80

%

 

Oppenheimer Main Street Fund/VA

   

1

   

$

21.75

   

$

21.75

   

$

22

     

0.83

%

   

1.40

%

   

1.40

%

   

9.16

%

   

9.16

%

 
Oppenheimer Global Strategic Income
Fund/VA
   

4

   

$

21.29

   

$

21.29

   

$

80

     

4.26

%

   

1.40

%

   

1.40

%

   

1.40

%

   

1.40

%

 

Oppenheimer Global Fund/VA

   

5

   

$

35.10

   

$

35.10

   

$

188

     

1.12

%

   

1.40

%

   

1.40

%

   

0.86

%

   

0.86

%

 
Oppenheimer Discovery Mid Cap Growth
Fund/VA SC
   

   

$

20.28

   

$

20.28

   

$

     

0.00

%

   

1.50

%

   

1.50

%

   

3.94

%

   

3.94

%(a)

 

Oppenheimer Capital Appreciation Fund/VA SC

   

22

   

$

15.05

   

$

25.06

   

$

436

     

0.16

%

   

1.05

%

   

1.75

%

   

13.12

%

   

13.92

%

 

Oppenheimer Main Street Fund/VA SC

   

44

   

$

15.62

   

$

21.66

   

$

783

     

0.59

%

   

1.15

%

   

1.75

%

   

8.47

%

   

9.13

%

 


F-53



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

6.  FINANCIAL HIGHLIGHTS — (Continued)

   

As of December 31, 2014

 

For the Year Ended December 31, 2014

 

Subaccount

  Units
(000's)
  Unit
Fair
Value
Lowest
  Unit
Fair
Value
Highest
  Net
Assets
(000's)
  Investment
Income
Ratio*
  Expense
Ratio
Lowest**
  Expense
Ratio
Highest**
  Total
Return
Lowest***
  Total
Return
Highest***
 
Oppenheimer Global Strategic Income
Fund/VA SC
   

552

   

$

10.38

   

$

20.39

   

$

7,292

     

3.88

%

   

1.05

%

   

1.75

%

   

0.70

%

   

1.42

%

 

Oppenheimer Global Fund/VA SC

   

183

   

$

12.98

   

$

33.71

   

$

3,368

     

0.93

%

   

1.15

%

   

1.75

%

   

0.27

%

   

0.88

%

 

Invesco VI American Franchise I

   

13

   

$

8.07

   

$

8.07

   

$

105

     

0.04

%

   

1.40

%

   

1.40

%

   

6.92

%

   

6.92

%

 

Invesco VI Comstock I

   

9

   

$

25.80

   

$

25.80

   

$

239

     

1.31

%

   

1.40

%

   

1.40

%

   

7.86

%

   

7.86

%

 

Invesco VI Growth & Income I

   

6

   

$

22.34

   

$

22.34

   

$

128

     

1.78

%

   

1.40

%

   

1.40

%

   

8.74

%

   

8.74

%

 

Invesco VI Mid-Cap Growth II

   

99

   

$

8.65

   

$

24.66

   

$

976

     

0.00

%

   

1.15

%

   

1.75

%

   

5.81

%

   

6.45

%

 

Invesco VI Equity and Income II

   

192

   

$

13.85

   

$

21.33

   

$

3,215

     

1.79

%

   

1.15

%

   

1.75

%

   

6.87

%

   

7.52

%

 

Invesco VI Comstock II

   

77

   

$

15.64

   

$

24.74

   

$

1,333

     

1.23

%

   

1.15

%

   

1.75

%

   

7.19

%

   

7.85

%

 

Invesco VI Growth & Income II

   

474

   

$

15.13

   

$

21.41

   

$

8,349

     

1.54

%

   

1.05

%

   

1.75

%

   

8.04

%

   

8.81

%

 

Invesco VI American Value II

   

12

   

$

15.56

   

$

20.80

   

$

204

     

0.24

%

   

1.15

%

   

1.75

%

   

7.56

%

   

8.22

%

 

Invesco VI Balanced Risk Allocation II

   

1,115

   

$

11.60

   

$

13.82

   

$

13,527

     

0.00

%

   

1.15

%

   

1.75

%

   

3.86

%

   

4.50

%

 

Invesco VI Government Securities II

   

105

   

$

10.20

   

$

10.69

   

$

1,094

     

3.02

%

   

1.05

%

   

1.75

%

   

2.07

%

   

2.79

%

 

Invesco VI International Growth II

   

10

   

$

11.33

   

$

11.97

   

$

118

     

1.70

%

   

1.15

%

   

1.65

%

   

–1.56

%

   

–1.06

%

 

Invesco VI Global Real Estate II

   

41

   

$

12.72

   

$

12.85

   

$

532

     

1.58

%

   

1.30

%

   

1.65

%

   

12.46

%

   

12.86

%

 

Invesco VI Small Cap Equity II

   

3

   

$

13.50

   

$

13.67

   

$

40

     

0.00

%

   

1.30

%

   

1.75

%

   

0.30

%

   

0.76

%

 

UIF Global Real Estate II

   

83

   

$

12.24

   

$

18.97

   

$

1,056

     

0.73

%

   

1.15

%

   

1.75

%

   

11.86

%

   

12.54

%

 

Lord Abbett Growth & Income VC

   

37

   

$

14.39

   

$

18.91

   

$

632

     

0.69

%

   

1.15

%

   

1.75

%

   

5.77

%

   

6.42

%

 

Lord Abbett Bond Debenture VC

   

670

   

$

11.81

   

$

21.24

   

$

10,673

     

4.78

%

   

1.05

%

   

1.75

%

   

2.52

%

   

3.25

%

 

Lord Abbett Mid Cap Stock VC

   

20

   

$

14.27

   

$

22.39

   

$

351

     

0.47

%

   

1.15

%

   

1.75

%

   

9.58

%

   

10.25

%

 

Lord Abbett Growth Opportunities VC

   

21

   

$

13.79

   

$

24.65

   

$

401

     

0.00

%

   

1.05

%

   

1.65

%

   

4.32

%

   

4.96

%

 

Lord Abbett Calibrated Dividend Growth VC

   

28

   

$

14.53

   

$

24.09

   

$

563

     

1.68

%

   

1.15

%

   

1.75

%

   

9.59

%

   

10.26

%

 

Lord Abbett International Opportunities VC

   

10

   

$

11.30

   

$

19.87

   

$

141

     

1.53

%

   

1.15

%

   

1.75

%

   

–7.41

%

   

–6.84

%

 

Lord Abbett Classic Stock VC

   

44

   

$

14.07

   

$

18.56

   

$

647

     

0.71

%

   

1.15

%

   

1.75

%

   

7.23

%

   

7.89

%

 

Lord Abbett Series Fundamental Equity VC

   

345

   

$

14.01

   

$

18.09

   

$

5,494

     

0.46

%

   

1.15

%

   

1.75

%

   

5.27

%

   

5.91

%

 

Fidelity Index 500 Portfolio SC2

   

297

   

$

15.82

   

$

21.90

   

$

4,848

     

1.53

%

   

1.15

%

   

1.75

%

   

11.31

%

   

11.99

%

 

Fidelity Contrafund Portfolio SC2

   

524

   

$

14.91

   

$

23.27

   

$

8,625

     

0.73

%

   

1.05

%

   

1.75

%

   

9.70

%

   

10.48

%

 

Fidelity Mid Cap SC2

   

315

   

$

13.87

   

$

27.71

   

$

4,992

     

0.02

%

   

1.05

%

   

1.75

%

   

4.18

%

   

4.92

%

 

Fidelity Equity Income SC2

   

9

   

$

17.91

   

$

20.63

   

$

156

     

2.67

%

   

1.15

%

   

1.50

%

   

6.85

%

   

7.23

%

 

Fidelity Investment Grade Bonds SC2

   

473

   

$

10.60

   

$

14.65

   

$

5,594

     

1.99

%

   

1.05

%

   

1.75

%

   

3.77

%

   

4.51

%

 

Franklin Flex Cap Growth VIP CL 2

   

13

   

$

14.21

   

$

19.95

   

$

203

     

0.00

%

   

1.15

%

   

1.65

%

   

4.36

%

   

4.89

%

 

Franklin Income VIP CL 2

   

261

   

$

12.27

   

$

18.85

   

$

3,648

     

5.02

%

   

1.05

%

   

1.75

%

   

2.79

%

   

3.52

%

 

Franklin Rising Dividend VIP CL 2

   

463

   

$

15.15

   

$

21.33

   

$

7,404

     

1.35

%

   

1.05

%

   

1.75

%

   

6.82

%

   

7.58

%

 

Franklin Small-Mid Cap Growth VIP CL 2

   

61

   

$

14.34

   

$

23.68

   

$

960

     

0.00

%

   

1.15

%

   

1.75

%

   

5.59

%

   

6.24

%

 

Franklin Small Cap Value VIP CL 2

   

78

   

$

14.87

   

$

19.23

   

$

1,315

     

0.66

%

   

1.15

%

   

1.75

%

   

–1.19

%

   

–0.58

%

 

Franklin US Government Securities VIP CL 2

   

595

   

$

9.96

   

$

12.34

   

$

6,447

     

2.67

%

   

1.05

%

   

1.75

%

   

1.58

%

   

2.30

%

 

Templeton Growth VIP CL 2

   

24

   

$

11.89

   

$

17.28

   

$

340

     

1.61

%

   

1.05

%

   

1.75

%

   

–4.51

%

   

–3.83

%

 

Templeton Foreign VIP CL 2

   

129

   

$

10.38

   

$

15.01

   

$

1,391

     

2.10

%

   

1.05

%

   

1.75

%

   

–12.69

%

   

–12.06

%

 
Templeton Global Bond VIP
Fund CL 2
   

874

   

$

10.41

   

$

16.33

   

$

10,524

     

5.06

%

   

1.15

%

   

1.75

%

   

0.05

%

   

0.66

%

 
Templeton Developing Markets
VIP CL 2
   

17

   

$

8.76

   

$

8.76

   

$

153

     

2.08

%

   

1.30

%

   

1.30

%

   

–9.58

%

   

–9.58

%

 

Franklin Mutual Shares VIP CL 2

   

475

   

$

13.71

   

$

18.51

   

$

6,878

     

2.05

%

   

1.05

%

   

1.75

%

   

5.25

%

   

6.00

%

 

ClearBridge Variable Mid Cap Core II

   

103

   

$

14.99

   

$

20.03

   

$

1,746

     

0.09

%

   

1.15

%

   

1.75

%

   

5.94

%

   

6.58

%

 
ClearBridge Variable Small Cap
Growth II
   

59

   

$

16.34

   

$

22.91

   

$

1,203

     

0.00

%

   

1.05

%

   

1.75

%

   

1.97

%

   

2.70

%

 
QS Legg Mason Dynamic
Multi-Strategy VIT II
   

1,130

   

$

12.24

   

$

12.39

   

$

13,963

     

1.25

%

   

1.30

%

   

1.75

%

   

4.51

%

   

4.99

%

 
PIMCO VIT Long-Term US
Government Advisor
   

95

   

$

12.89

   

$

14.23

   

$

1,289

     

2.20

%

   

1.15

%

   

1.75

%

   

21.73

%

   

22.47

%

 

PIMCO VIT Low Duration Advisor

   

273

   

$

9.92

   

$

10.74

   

$

2,826

     

1.02

%

   

1.15

%

   

1.75

%

   

–1.01

%

   

–0.41

%

 

PIMCO VIT Real Return Advisor

   

829

   

$

9.96

   

$

11.68

   

$

8,819

     

1.33

%

   

1.15

%

   

1.75

%

   

1.19

%

   

1.81

%

 

PIMCO VIT Short-Term Advisor

   

209

   

$

9.74

   

$

10.05

   

$

2,075

     

0.60

%

   

1.15

%

   

1.75

%

   

–1.15

%

   

–0.55

%

 

PIMCO VIT Total Return Advisor

   

1,506

   

$

10.52

   

$

11.79

   

$

16,662

     

2.10

%

   

1.15

%

   

1.75

%

   

2.35

%

   

2.98

%

 

PIMCO VIT All Asset Advisor

   

9

   

$

10.40

   

$

10.50

   

$

99

     

3.55

%

   

1.30

%

   

1.65

%

   

–1.20

%

   

–0.85

%

 


F-54



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

6.  FINANCIAL HIGHLIGHTS — (Continued)

   

As of December 31, 2014

 

For the Year Ended December 31, 2014

 

Subaccount

  Units
(000's)
  Unit
Fair
Value
Lowest
  Unit
Fair
Value
Highest
  Net
Assets
(000's)
  Investment
Income
Ratio*
  Expense
Ratio
Lowest**
  Expense
Ratio
Highest**
  Total
Return
Lowest***
  Total
Return
Highest***
 
PIMCO VIT Global Diversified
Allocation Portfolio
   

16

   

$

10.99

   

$

11.06

   

$

174

     

0.00

%

   

1.30

%

   

1.65

%

   

3.91

%

   

4.28

%

 

Royce Capital Fund Micro-Cap SC

   

53

   

$

10.07

   

$

14.23

   

$

624

     

0.00

%

   

1.15

%

   

1.75

%

   

–5.52

%

   

–4.95

%

 

Royce Capital Fund Small-Cap SC

   

259

   

$

13.82

   

$

17.50

   

$

3,947

     

0.00

%

   

1.15

%

   

1.75

%

   

1.13

%

   

1.74

%

 

*  These amounts represent the dividends, excluding distributions of capital gains, received by the subaccount from the underlying mutual fund, net of management fees assessed by the fund manager, divided by the average of net assets. These ratios exclude those expense charges, that result in direct reductions in the unit values. The recognition of investment income by the subaccount is affected by the timing of the declaration of dividend by the underlying fund in which the subaccount invests.

**  These ratios represent the annualized contract expenses of the Separate Account, consisting primarily of mortality and expense risk charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through redemption of units and expenses of the underlying funds are excluded.

***  These amounts represent the total return for the periods indicated, including changes in the value of the underlying fund, and reflect deductions for all items included in the expense ratio. The total return does not include any expenses assessed through redemption of units; inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total returns for periods of less than one year are not annualized. Product designs within a subaccount with an effective date during the year were excluded from the range of total return for that period unless the subaccount is only offered within the new product design.

(a)  All units were redeeemed during 2014


F-55



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

6.  FINANCIAL HIGHLIGHTS — (Continued)

   

As of December 31, 2013

 

For the Year Ended December 31, 2013

 

Subaccount

  Units
(000's)
  Unit
Fair
Value
Lowest
  Unit
Fair
Value
Highest
  Net
Assets
(000's)
  Investment
Income
Ratio*
  Expense
Ratio
Lowest**
  Expense
Ratio
Highest**
  Total
Return
Lowest***
  Total
Return
Highest***
 

Goldman Sachs Large Cap Value

   

1

   

$

30.77

   

$

30.77

   

$

25

     

1.26

%

   

1.40

%

   

1.40

%

   

31.37

%

   

31.37

%

 

Goldman Sachs Strategic International Equity

   

2

   

$

21.18

   

$

21.18

   

$

32

     

1.86

%

   

1.40

%

   

1.40

%

   

22.47

%

   

22.47

%

 

Goldman Sachs Structured US Equity

   

2

   

$

38.74

   

$

38.74

   

$

59

     

1.13

%

   

1.40

%

   

1.40

%

   

35.60

%

   

35.60

%

 

Goldman Sachs Structured Small Cap Equity

   

1

   

$

40.77

   

$

40.77

   

$

61

     

1.00

%

   

1.40

%

   

1.40

%

   

33.73

%

   

33.73

%

 

Goldman Sachs Strategic Growth

   

4

   

$

33.64

   

$

33.64

   

$

131

     

0.42

%

   

1.40

%

   

1.40

%

   

30.57

%

   

30.57

%

 

Goldman Sachs Strategic Growth SC

   

269

   

$

14.33

   

$

20.22

   

$

4,416

     

0.18

%

   

1.15

%

   

1.75

%

   

29.69

%

   

30.48

%

 

Goldman Sachs Large Cap Value Fund SC

   

143

   

$

12.55

   

$

16.91

   

$

2,304

     

0.93

%

   

1.05

%

   

1.75

%

   

30.61

%

   

31.54

%

 
Goldman Sachs Strategic International
Equity SC
   

81

   

$

10.35

   

$

15.81

   

$

1,057

     

1.40

%

   

1.05

%

   

1.75

%

   

21.56

%

   

22.43

%

 

Goldman Sachs Structured US Equity SC

   

1

   

$

19.23

   

$

19.23

   

$

16

     

0.87

%

   

1.50

%

   

1.50

%

   

35.17

%

   

35.17

%

 

Goldman Sachs VIT Growth Opportunities SC

   

46

   

$

14.31

   

$

18.80

   

$

798

     

0.00

%

   

1.15

%

   

1.75

%

   

29.89

%

   

30.68

%

 

Goldman Sachs Mid Cap Value SC

   

223

   

$

13.68

   

$

15.65

   

$

3,291

     

0.70

%

   

1.15

%

   

1.75

%

   

30.24

%

   

31.03

%

 

Goldman Sachs Global Markets Navigator SC

   

3

   

$

10.89

   

$

10.89

   

$

31

     

0.07

%

   

1.30

%

   

1.30

%

   

4.04

%

   

4.04

%(a)

 

MFS Growth Series IC

   

4

   

$

25.45

   

$

25.45

   

$

99

     

0.24

%

   

1.40

%

   

1.40

%

   

34.94

%

   

34.94

%

 

MFS Research IC

   

2

   

$

21.88

   

$

21.88

   

$

36

     

0.33

%

   

1.40

%

   

1.40

%

   

30.44

%

   

30.44

%

 

MFS Investors Trust IC

   

4

   

$

20.82

   

$

20.82

   

$

89

     

1.09

%

   

1.40

%

   

1.40

%

   

30.21

%

   

30.21

%

 

MFS Total Return IC

   

4

   

$

23.93

   

$

23.93

   

$

89

     

1.86

%

   

1.40

%

   

1.40

%

   

17.38

%

   

17.38

%

 

MFS New Discovery IC

   

1

   

$

38.66

   

$

38.66

   

$

19

     

0.00

%

   

1.40

%

   

1.40

%

   

39.54

%

   

39.54

%

 

MFS Utilities IC

   

2

   

$

33.88

   

$

33.88

   

$

65

     

2.28

%

   

1.40

%

   

1.40

%

   

18.83

%

   

18.83

%

 

MFS Growth Series SC

   

49

   

$

14.55

   

$

24.49

   

$

802

     

0.13

%

   

1.15

%

   

1.75

%

   

34.11

%

   

34.93

%

 

MFS Research SC

   

9

   

$

14.29

   

$

21.06

   

$

168

     

0.31

%

   

1.15

%

   

1.65

%

   

29.83

%

   

30.48

%

 

MFS Investors Trust SC

   

179

   

$

14.05

   

$

20.05

   

$

2,920

     

0.96

%

   

1.15

%

   

1.75

%

   

29.44

%

   

30.23

%

 

MFS Total Return SC

   

55

   

$

12.43

   

$

23.02

   

$

846

     

1.93

%

   

1.15

%

   

1.75

%

   

16.66

%

   

17.37

%

 

MFS New Discovery SC

   

138

   

$

13.83

   

$

37.20

   

$

2,824

     

0.00

%

   

1.15

%

   

1.75

%

   

38.75

%

   

39.60

%

 

MFS Utilities SC

   

77

   

$

12.64

   

$

32.59

   

$

1,422

     

2.30

%

   

1.15

%

   

1.75

%

   

18.11

%

   

18.83

%

 

MFS Investors Growth Stock SC

   

49

   

$

9.57

   

$

20.45

   

$

539

     

0.42

%

   

1.05

%

   

1.75

%

   

27.78

%

   

28.69

%

 

MFS VIT Research Bond SC

   

243

   

$

10.38

   

$

11.55

   

$

2,638

     

1.15

%

   

1.15

%

   

1.75

%

   

–3.01

%

   

–2.42

%

 

MFS VIT Value SC

   

249

   

$

14.54

   

$

17.34

   

$

3,838

     

1.07

%

   

1.15

%

   

1.75

%

   

33.23

%

   

34.04

%

 

MFS VIT II Emerging Markets Equity SC

   

25

   

$

9.31

   

$

9.38

   

$

238

     

1.61

%

   

1.30

%

   

1.75

%

   

–7.06

%

   

–6.63

%

 

MFS VIT II International Value SC

   

29

   

$

13.18

   

$

13.26

   

$

391

     

1.85

%

   

1.30

%

   

1.65

%

   

25.53

%

   

25.98

%

 

Oppenheimer Money Fund/VA

   

850

   

$

0.95

   

$

9.69

   

$

2,351

     

0.01

%

   

1.15

%

   

1.75

%

   

–1.73

%

   

–1.13

%

 
Oppenheimer Discovery Mid Cap Growth
Fund/VA
   

5

   

$

20.30

   

$

20.30

   

$

92

     

0.01

%

   

1.40

%

   

1.40

%

   

34.08

%

   

34.08

%

 

Oppenheimer Capital Appreciation Fund/VA

   

5

   

$

22.95

   

$

22.95

   

$

124

     

0.98

%

   

1.40

%

   

1.40

%

   

27.93

%

   

27.93

%

 

Oppenheimer Main Street Fund/VA

   

1

   

$

19.92

   

$

19.92

   

$

20

     

1.11

%

   

1.40

%

   

1.40

%

   

29.93

%

   

29.93

%

 
Oppenheimer Global Strategic Income
Fund/VA
   

4

   

$

21.00

   

$

21.00

   

$

90

     

5.18

%

   

1.40

%

   

1.40

%

   

–1.53

%

   

–1.53

%

 

Oppenheimer Global Fund/VA

   

6

   

$

34.80

   

$

34.80

   

$

209

     

1.35

%

   

1.40

%

   

1.40

%

   

25.53

%

   

25.53

%

 
Oppenheimer Discovery Mid Cap Growth
Fund/VA SC
   

   

$

19.51

   

$

19.51

   

$

5

     

0.00

%

   

1.50

%

   

1.50

%

   

33.59

%

   

33.59

%(b)

 

Oppenheimer Capital Appreciation Fund/VA SC

   

17

   

$

13.30

   

$

22.10

   

$

272

     

0.73

%

   

1.05

%

   

1.75

%

   

27.17

%

   

28.07

%

 

Oppenheimer Main Street Fund/VA SC

   

48

   

$

14.40

   

$

19.85

   

$

775

     

0.85

%

   

1.15

%

   

1.75

%

   

29.14

%

   

29.93

%

 
Oppenheimer Global Strategic Income
Fund/VA SC
   

561

   

$

10.31

   

$

20.19

   

$

7,437

     

4.44

%

   

1.05

%

   

1.75

%

   

–2.11

%

   

–1.41

%

 

Oppenheimer Global Fund/VA SC

   

227

   

$

12.95

   

$

33.54

   

$

4,178

     

1.23

%

   

1.15

%

   

1.75

%

   

24.77

%

   

25.53

%

 

Invesco VI American Franchise

   

15

   

$

7.55

   

$

7.55

   

$

110

     

0.43

%

   

1.40

%

   

1.40

%

   

38.18

%

   

38.18

%

 

Invesco VI Comstock

   

10

   

$

23.93

   

$

23.93

   

$

234

     

1.72

%

   

1.40

%

   

1.40

%

   

34.07

%

   

34.07

%

 

Invesco VI Growth & Income

   

6

   

$

20.55

   

$

20.55

   

$

123

     

1.51

%

   

1.40

%

   

1.40

%

   

32.21

%

   

32.21

%

 

Invesco VI Mid-Cap Growth II

   

104

   

$

8.17

   

$

23.17

   

$

959

     

0.23

%

   

1.15

%

   

1.75

%

   

34.22

%

   

35.03

%

 

Invesco VI Equity and Income II

   

165

   

$

12.96

   

$

19.91

   

$

2,567

     

1.64

%

   

1.15

%

   

1.75

%

   

22.70

%

   

23.45

%

 

Invesco VI Comstock II

   

51

   

$

14.59

   

$

23.02

   

$

861

     

1.43

%

   

1.15

%

   

1.75

%

   

33.28

%

   

34.09

%

 

Invesco VI Growth & Income II

   

503

   

$

14.00

   

$

19.76

   

$

8,273

     

1.36

%

   

1.05

%

   

1.75

%

   

31.43

%

   

32.36

%

 

Invesco VI American Value II

   

6

   

$

14.46

   

$

19.22

   

$

89

     

0.17

%

   

1.15

%

   

1.75

%

   

31.59

%

   

32.39

%

 

Invesco VI Balanced Risk Allocation II

   

1,165

   

$

11.17

   

$

13.23

   

$

13,547

     

1.85

%

   

1.15

%

   

1.75

%

   

–0.35

%

   

0.25

%

 

Invesco VI Government Securities II

   

113

   

$

9.99

   

$

10.40

   

$

1,145

     

3.52

%

   

1.05

%

   

1.75

%

   

–4.55

%

   

–3.87

%

 

Invesco VI International Growth II

   

23

   

$

11.51

   

$

12.12

   

$

278

     

1.28

%

   

1.15

%

   

1.65

%

   

16.76

%

   

17.35

%

 


F-56



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

6.  FINANCIAL HIGHLIGHTS — (Continued)

   

As of December 31, 2013

 

For the Year Ended December 31, 2013

 

Subaccount

  Units
(000's)
  Unit
Fair
Value
Lowest
  Unit
Fair
Value
Highest
  Net
Assets
(000's)
  Investment
Income
Ratio*
  Expense
Ratio
Lowest**
  Expense
Ratio
Highest**
  Total
Return
Lowest***
  Total
Return
Highest***
 

Invesco VI Global Real Estate II Fund

   

32

   

$

11.31

   

$

11.38

   

$

361

     

4.12

%

   

1.30

%

   

1.65

%

   

0.75

%

   

1.11

%

 

Invesco VI Small Cap Equity II Fund

   

5

   

$

13.46

   

$

13.56

   

$

62

     

0.00

%

   

1.30

%

   

1.75

%

   

34.69

%

   

35.30

%

 

UIF Global Real Estate II

   

76

   

$

10.94

   

$

16.86

   

$

861

     

3.84

%

   

1.15

%

   

1.75

%

   

0.84

%

   

1.45

%

 

Lord Abbett Growth & Income

   

43

   

$

13.60

   

$

17.77

   

$

685

     

0.56

%

   

1.15

%

   

1.75

%

   

33.52

%

   

34.34

%

 

Lord Abbett Bond Debenture

   

654

   

$

11.52

   

$

20.91

   

$

10,318

     

6.11

%

   

1.05

%

   

1.75

%

   

6.28

%

   

7.04

%

 

Lord Abbett Mid Cap Stock

   

17

   

$

13.02

   

$

20.31

   

$

276

     

0.41

%

   

1.15

%

   

1.75

%

   

28.04

%

   

28.82

%

 

Lord Abbett Growth Opportunities

   

16

   

$

13.17

   

$

23.59

   

$

247

     

0.00

%

   

1.05

%

   

1.50

%

   

35.03

%

   

35.64

%

 

Lord Abbett Calibrated Dividend Growth

   

34

   

$

13.26

   

$

21.93

   

$

638

     

2.35

%

   

1.15

%

   

1.75

%

   

25.69

%

   

26.46

%

 

Lord Abbett International Opportunities

   

8

   

$

12.19

   

$

21.32

   

$

129

     

1.81

%

   

1.15

%

   

1.65

%

   

29.53

%

   

30.19

%

 

Lord Abbett Classic Stock

   

46

   

$

13.11

   

$

17.20

   

$

637

     

0.91

%

   

1.15

%

   

1.75

%

   

27.58

%

   

28.36

%

 

Lord Abbett Series Fundamental Equity VC

   

358

   

$

13.31

   

$

17.08

   

$

5,459

     

0.27

%

   

1.15

%

   

1.75

%

   

33.39

%

   

34.20

%

 

Fidelity Index 500 Portfolio SC2

   

293

   

$

14.21

   

$

19.56

   

$

4,309

     

1.89

%

   

1.15

%

   

1.75

%

   

29.60

%

   

30.39

%

 

Fidelity Contrafund Portfolio SC2

   

569

   

$

13.59

   

$

21.06

   

$

8,520

     

0.98

%

   

1.05

%

   

1.75

%

   

28.67

%

   

29.58

%

 

Fidelity Mid Cap SC2

   

324

   

$

13.31

   

$

26.41

   

$

4,968

     

0.30

%

   

1.05

%

   

1.75

%

   

33.50

%

   

34.44

%

 

Fidelity Equity Income SC2

   

13

   

$

16.76

   

$

19.24

   

$

213

     

2.30

%

   

1.15

%

   

1.50

%

   

25.91

%

   

26.36

%

 

Fidelity Investment Grade Bonds SC2

   

476

   

$

10.22

   

$

14.02

   

$

5,429

     

2.31

%

   

1.05

%

   

1.75

%

   

–3.78

%

   

–3.09

%

 

Franklin Flex Cap Growth Securities

   

17

   

$

13.56

   

$

19.02

   

$

246

     

0.00

%

   

1.15

%

   

1.65

%

   

35.22

%

   

35.90

%

 

Franklin Income Securities

   

557

   

$

11.94

   

$

18.23

   

$

7,406

     

6.78

%

   

1.05

%

   

1.75

%

   

11.95

%

   

12.75

%

 

Franklin Rising Dividend Securities

   

512

   

$

14.18

   

$

19.85

   

$

7,643

     

1.55

%

   

1.05

%

   

1.75

%

   

27.42

%

   

28.33

%

 

Franklin Small-Mid Cap Growth Securities

   

66

   

$

13.58

   

$

22.29

   

$

997

     

0.00

%

   

1.15

%

   

1.75

%

   

35.74

%

   

36.57

%

 

Franklin Small Cap Value Securities CL 2

   

92

   

$

15.05

   

$

19.35

   

$

1,562

     

1.42

%

   

1.15

%

   

1.75

%

   

33.86

%

   

34.67

%

 

Franklin US Government Fund

   

608

   

$

9.81

   

$

12.06

   

$

6,482

     

2.89

%

   

1.05

%

   

1.75

%

   

–3.95

%

   

–3.26

%

 

Templeton Growth Securities

   

31

   

$

12.44

   

$

17.99

   

$

416

     

2.93

%

   

1.05

%

   

1.75

%

   

28.54

%

   

29.45

%

 

Templeton Foreign Securities

   

191

   

$

11.89

   

$

17.09

   

$

2,419

     

2.40

%

   

1.05

%

   

1.75

%

   

20.82

%

   

21.68

%

 

Templeton Global Bond Securities Fund II

   

846

   

$

10.40

   

$

16.28

   

$

10,343

     

4.91

%

   

1.15

%

   

1.75

%

   

–0.15

%

   

0.46

%

 

Templeton Developing Markets Sec CL2

   

57

   

$

9.62

   

$

9.69

   

$

550

     

2.20

%

   

1.30

%

   

1.75

%

   

–2.65

%

   

–2.21

%

 

Mutual Shares Securities

   

571

   

$

13.01

   

$

17.48

   

$

7,802

     

2.16

%

   

1.05

%

   

1.75

%

   

26.02

%

   

26.92

%

 

ClearBridge Variable Mid Cap Core II

   

114

   

$

14.15

   

$

18.79

   

$

1,841

     

0.06

%

   

1.15

%

   

1.75

%

   

34.66

%

   

35.48

%

 

ClearBridge Variable Small Cap Growth II

   

67

   

$

16.02

   

$

22.31

   

$

1,353

     

0.06

%

   

1.05

%

   

1.75

%

   

44.06

%

   

45.08

%

 

Legg Mason Dynamic Multi-Strategy VIT II

   

1,200

   

$

11.71

   

$

11.80

   

$

14,132

     

0.95

%

   

1.30

%

   

1.75

%

   

16.06

%

   

16.59

%

 

PIMCO VIT Long-Term US Government Advisor

   

100

   

$

10.59

   

$

11.62

   

$

1,112

     

2.29

%

   

1.15

%

   

1.75

%

   

–14.56

%

   

–14.04

%

 

PIMCO VIT Low Duration Advisor

   

317

   

$

10.02

   

$

10.79

   

$

3,295

     

1.33

%

   

1.15

%

   

1.75

%

   

–1.98

%

   

–1.38

%

 

PIMCO VIT Real Return Advisor

   

861

   

$

9.84

   

$

11.48

   

$

9,051

     

1.70

%

   

1.15

%

   

1.75

%

   

–10.89

%

   

–10.35

%

 

PIMCO VIT Short-Term Advisor

   

227

   

$

9.86

   

$

10.10

   

$

2,265

     

0.64

%

   

1.15

%

   

1.75

%

   

–1.29

%

   

–0.69

%

 

PIMCO VIT Total Return Advisor

   

1,566

   

$

10.28

   

$

11.45

   

$

16,904

     

2.12

%

   

1.15

%

   

1.75

%

   

–3.77

%

   

–3.18

%

 

PIMCO VIT All Asset Advisor

   

68

   

$

10.51

   

$

10.59

   

$

717

     

4.85

%

   

1.30

%

   

1.75

%

   

–1.64

%

   

–1.19

%

 
PIMCO VIT Global Diversified
Allocation Portfolio
   

6

   

$

10.57

   

$

10.60

   

$

64

     

6.30

%

   

1.30

%

   

1.65

%

   

4.18

%

   

4.43

%(a)

 

Royce Capital Fund Micro-Cap SC

   

99

   

$

10.66

   

$

14.97

   

$

1,219

     

0.38

%

   

1.15

%

   

1.75

%

   

18.55

%

   

19.27

%

 

Royce Capital Fund Small-Cap SC

   

311

   

$

13.66

   

$

17.20

   

$

4,688

     

1.05

%

   

1.15

%

   

1.75

%

   

32.09

%

   

32.89

%

 

*  These amounts represent the dividends, excluding distributions of capital gains, received by the subaccount from the underlying mutual fund, net of management fees assessed by the fund manager, divided by the average of net assets. These ratios exclude those expense charges, that result in direct reductions in the unit values. The recognition of investment income by the subaccount is affected by the timing of the declaration of dividend by the underlying fund in which the subaccount invests.

**  These ratios represent the annualized contract expenses of the Separate Account, consisting primarily of mortality and expense risk charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through redemption of units and expenses of the underlying funds are excluded.

***  These amounts represent the total return for the periods indicated, including changes in the value of the underlying fund, and reflect deductions for all items included in the expense ratio. The total return does not include any expenses assessed through redemption of units; inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total returns for periods of less than one year are not annualized. Product designs within a subaccount with an effective date during the year were excluded from the range of total return for that period unless the subaccount is only offered within the new product design.

(a)  Start date May 1, 2013.

(b)  Less than 500 units — does not round up to 1,000


F-57



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

6.  FINANCIAL HIGHLIGHTS — (Continued)

   

As of December 31, 2012

 

For the Year Ended December 31, 2012

 

Subaccount

  Units
(000's)
  Unit
Fair
Value
Lowest
  Unit
Fair
Value
Highest
  Net
Assets
(000's)
  Investment
Income
Ratio*
  Expense
Ratio
Lowest**
  Expense
Ratio
Highest**
  Total
Return
Lowest***
  Total
Return
Highest***
 

Goldman Sachs Large Cap Value

   

1

   

$

23.42

   

$

23.42

   

$

19

     

1.29

%

   

1.40

%

   

1.40

%

   

17.46

%

   

17.46

%

 

Goldman Sachs Strategic International Equity

   

2

   

$

17.30

   

$

17.30

   

$

28

     

2.15

%

   

1.40

%

   

1.40

%

   

19.54

%

   

19.54

%

 

Goldman Sachs Structured US Equity

   

2

   

$

28.57

   

$

28.57

   

$

50

     

1.69

%

   

1.40

%

   

1.40

%

   

12.85

%

   

12.85

%

 

Goldman Sachs Structured Small Cap Equity

   

2

   

$

30.48

   

$

30.48

   

$

50

     

1.20

%

   

1.40

%

   

1.40

%

   

11.25

%

   

11.25

%

 

Goldman Sachs Strategic Growth

   

4

   

$

25.76

   

$

25.76

   

$

102

     

0.70

%

   

1.40

%

   

1.40

%

   

18.21

%

   

18.21

%

 

Goldman Sachs Strategic Growth SC

   

175

   

$

11.05

   

$

15.50

   

$

2,322

     

0.59

%

   

1.15

%

   

1.75

%

   

17.53

%

   

18.25

%

 

Goldman Sachs Large Cap Value Fund SC

   

166

   

$

9.54

   

$

12.87

   

$

2,038

     

1.24

%

   

1.05

%

   

1.75

%

   

16.74

%

   

17.57

%

 
Goldman Sachs Strategic International
Equity SC
   

103

   

$

8.46

   

$

12.93

   

$

1,135

     

4.37

%

   

1.05

%

   

1.75

%

   

18.77

%

   

19.62

%

 

Goldman Sachs Structured US Equity SC

   

1

   

$

14.22

   

$

14.22

   

$

13

     

1.58

%

   

1.50

%

   

1.50

%

   

12.43

%

   

12.43

%

 

Goldman Sachs VIT Growth Opportunities SC

   

12

   

$

11.09

   

$

14.39

   

$

145

     

0.00

%

   

1.15

%

   

1.65

%

   

17.46

%

   

18.06

%

 

Goldman Sachs Mid Cap Value SC

   

142

   

$

10.50

   

$

11.94

   

$

1,612

     

1.34

%

   

1.15

%

   

1.75

%

   

16.12

%

   

16.83

%

 

MFS Growth Series IC

   

4

   

$

18.86

   

$

18.86

   

$

72

     

0.00

%

   

1.40

%

   

1.40

%

   

15.74

%

   

15.74

%

 

MFS Research IC

   

2

   

$

16.78

   

$

16.78

   

$

28

     

0.83

%

   

1.40

%

   

1.40

%

   

15.63

%

   

15.63

%

 

MFS Investors Trust IC

   

4

   

$

15.99

   

$

15.99

   

$

70

     

0.88

%

   

1.40

%

   

1.40

%

   

17.51

%

   

17.51

%

 

MFS Total Return IC

   

4

   

$

20.38

   

$

20.38

   

$

72

     

2.77

%

   

1.40

%

   

1.40

%

   

9.70

%

   

9.70

%

 

MFS New Discovery IC

   

1

   

$

27.70

   

$

27.70

   

$

14

     

0.00

%

   

1.40

%

   

1.40

%

   

19.53

%

   

19.53

%

 

MFS Utilities IC

   

2

   

$

28.51

   

$

28.51

   

$

58

     

6.30

%

   

1.40

%

   

1.40

%

   

11.89

%

   

11.89

%

 

MFS Growth Series SC

   

42

   

$

10.85

   

$

18.22

   

$

500

     

0.00

%

   

1.15

%

   

1.75

%

   

15.02

%

   

15.73

%

 

MFS Research SC

   

2

   

$

10.97

   

$

16.20

   

$

29

     

0.65

%

   

1.30

%

   

1.65

%

   

14.97

%

   

15.38

%

 

MFS Investors Trust SC

   

157

   

$

10.86

   

$

15.45

   

$

2,118

     

0.75

%

   

1.15

%

   

1.75

%

   

16.75

%

   

17.46

%

 

MFS Total Return SC

   

61

   

$

10.65

   

$

19.68

   

$

985

     

2.64

%

   

1.15

%

   

1.75

%

   

9.10

%

   

9.66

%

 

MFS New Discovery SC

   

111

   

$

9.97

   

$

26.74

   

$

1,745

     

0.00

%

   

1.15

%

   

1.75

%

   

18.78

%

   

19.51

%

 

MFS Utilities SC

   

46

   

$

10.70

   

$

27.52

   

$

842

     

6.35

%

   

1.15

%

   

1.75

%

   

11.23

%

   

11.91

%

 

MFS Investors Growth Stock SC

   

45

   

$

7.48

   

$

15.91

   

$

383

     

0.20

%

   

1.05

%

   

1.75

%

   

14.64

%

   

15.46

%

 

MFS VIT Research Bond SC

   

179

   

$

10.71

   

$

11.84

   

$

2,028

     

3.47

%

   

1.15

%

   

1.75

%

   

5.18

%

   

5.82

%

 

MFS VIT Value SC

   

156

   

$

10.92

   

$

12.93

   

$

1,848

     

1.28

%

   

1.15

%

   

1.75

%

   

13.85

%

   

14.55

%

 

MFS VIT II Emerging Markets Equity SC

   

21

   

$

10.02

   

$

10.05

   

$

213

     

0.65

%

   

1.30

%

   

1.65

%

   

2.43

%

   

2.67

%(a)

 

MFS VIT II International Value SC

   

10

   

$

10.50

   

$

10.53

   

$

101

     

0.66

%

   

1.30

%

   

1.65

%

   

5.38

%

   

5.62

%(a)

 

Oppenheimer Money Fund/VA

   

1,049

   

$

0.96

   

$

9.82

   

$

1,557

     

0.01

%

   

1.15

%

   

1.75

%

   

–1.74

%

   

–1.14

%

 

Oppenheimer Small & Mid Cap Fund/VA

   

6

   

$

15.14

   

$

15.14

   

$

90

     

0.00

%

   

1.40

%

   

1.40

%

   

14.82

%

   

14.82

%

 

Oppenheimer Capital Appreciation Fund/VA

   

7

   

$

17.94

   

$

17.94

   

$

118

     

0.69

%

   

1.40

%

   

1.40

%

   

12.52

%

   

12.52

%

 

Oppenheimer Main Street Fund/VA

   

1

   

$

15.33

   

$

15.33

   

$

17

     

0.90

%

   

1.40

%

   

1.40

%

   

15.23

%

   

15.23

%

 

Oppenheimer Global Strategic Income Fund/VA

   

5

   

$

21.32

   

$

21.32

   

$

101

     

6.09

%

   

1.40

%

   

1.40

%

   

11.94

%

   

11.94

%

 

Oppenheimer Global Securites Fund/VA

   

7

   

$

27.72

   

$

27.72

   

$

198

     

2.28

%

   

1.40

%

   

1.40

%

   

19.57

%

   

19.57

%

 

Oppenheimer High Income Fund/VA

   

   

$

   

$

   

$

     

17.06

%

   

1.40

%

   

1.40

%

   

11.55

%

   

11.55

%(b)

 

Oppenheimer Small & Mid Cap Fund/VA SC

   

   

$

14.61

   

$

14.61

   

$

4

     

0.00

%

   

1.50

%

   

1.50

%

   

14.42

%

   

14.42

%(c)

 

Oppenheimer Capital Appreciation Fund/VA SC

   

11

   

$

10.53

   

$

17.33

   

$

158

     

0.34

%

   

1.05

%

   

1.65

%

   

12.10

%

   

12.61

%

 

Oppenheimer Main Street Fund/VA SC

   

25

   

$

11.15

   

$

15.28

   

$

335

     

0.65

%

   

1.15

%

   

1.75

%

   

14.57

%

   

15.27

%

 
Oppenheimer Global Strategic Income
Fund/VA SC
   

428

   

$

10.53

   

$

20.58

   

$

6,505

     

5.33

%

   

1.05

%

   

1.75

%

   

11.17

%

   

11.96

%

 

Oppenheimer Global Securites Fund/VA SC

   

158

   

$

10.38

   

$

26.81

   

$

2,555

     

1.86

%

   

1.15

%

   

1.75

%

   

18.83

%

   

19.56

%

 

Oppenheimer High Income Fund/VA SC

   

   

$

   

$

   

$

     

16.60

%

   

1.50

%

   

1.50

%

   

11.07

%

   

11.62

%(b)

 

Invesco Van Kampen VI American Franchise

   

18

   

$

5.46

   

$

5.46

   

$

99

     

0.00

%

   

1.40

%

   

1.40

%

   

12.14

%

   

12.14

%

 

Invesco Van Kampen VI Comstock

   

9

   

$

17.84

   

$

17.84

   

$

164

     

1.70

%

   

1.40

%

   

1.40

%

   

17.56

%

   

17.56

%

 

Invesco Van Kampen VI Growth & Income

   

6

   

$

15.54

   

$

15.54

   

$

92

     

1.57

%

   

1.40

%

   

1.40

%

   

13.03

%

   

13.03

%

 

Invesco Van Kampen VI Mid-Cap Growth II

   

106

   

$

6.08

   

$

17.16

   

$

717

     

0.00

%

   

1.15

%

   

1.75

%

   

9.67

%

   

10.34

%

 

Invesco Van Kampen VI Equity and Income II

   

103

   

$

10.56

   

$

16.19

   

$

1,396

     

1.95

%

   

1.15

%

   

1.75

%

   

10.42

%

   

11.09

%

 

Invesco Van Kampen VI Comstock II

   

61

   

$

10.95

   

$

17.23

   

$

740

     

2.34

%

   

1.15

%

   

1.75

%

   

16.84

%

   

17.56

%

 

Invesco Van Kampen VI Growth & Income II

   

362

   

$

10.65

   

$

15.00

   

$

4,701

     

1.53

%

   

1.05

%

   

1.75

%

   

12.35

%

   

13.15

%

 

Invesco Van Kampen VI American Value II

   

35

   

$

10.99

   

$

14.35

   

$

485

     

0.18

%

   

1.30

%

   

1.75

%

   

15.03

%

   

15.55

%

 

Invesco VI Balanced Risk Allocation II

   

512

   

$

11.21

   

$

13.19

   

$

5,898

     

1.53

%

   

1.15

%

   

1.75

%

   

8.70

%

   

9.37

%

 

Invesco VI Government Securities II

   

114

   

$

10.47

   

$

10.82

   

$

1,201

     

4.00

%

   

1.05

%

   

1.75

%

   

0.43

%

   

1.14

%

 

Invesco VI International Growth II

   

8

   

$

9.86

   

$

10.34

   

$

87

     

2.17

%

   

1.15

%

   

1.65

%

   

13.52

%

   

13.93

%

 

Invesco VI Global Real Estate II

   

16

   

$

11.23

   

$

11.26

   

$

175

     

0.55

%

   

1.30

%

   

1.65

%

   

9.71

%

   

9.97

%(a)

 

Invesco VI Small Cap Equity II

   

2

   

$

10.02

   

$

10.02

   

$

19

     

0.00

%

   

1.30

%

   

1.30

%

   

1.57

%

   

1.57

%(a)

 


F-58



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

6.  FINANCIAL HIGHLIGHTS — (Continued)

   

As of December 31, 2012

 

For the Year Ended December 31, 2012

 

Subaccount

  Units
(000's)
  Unit
Fair
Value
Lowest
  Unit
Fair
Value
Highest
  Net
Assets
(000's)
  Investment
Income
Ratio*
  Expense
Ratio
Lowest**
  Expense
Ratio
Highest**
  Total
Return
Lowest***
  Total
Return
Highest***
 

UIF Global Real Estate II

   

59

   

$

10.85

   

$

16.61

   

$

669

     

0.59

%

   

1.15

%

   

1.75

%

   

27.67

%

   

28.45

%

 

Lord Abbett Growth & Income

   

51

   

$

10.19

   

$

13.23

   

$

612

     

0.77

%

   

1.15

%

   

1.75

%

   

10.12

%

   

10.80

%

 

Lord Abbett Bond Debenture

   

341

   

$

10.84

   

$

19.60

   

$

5,238

     

7.17

%

   

1.05

%

   

1.75

%

   

10.56

%

   

11.35

%

 

Lord Abbett Mid Cap Stock

   

20

   

$

10.17

   

$

15.76

   

$

289

     

0.65

%

   

1.15

%

   

1.75

%

   

12.65

%

   

13.23

%

 

Lord Abbett Growth Opportunities

   

13

   

$

9.74

   

$

17.47

   

$

148

     

0.00

%

   

1.05

%

   

1.50

%

   

12.39

%

   

12.90

%

 

Lord Abbett Calibrated Dividend Growth

   

23

   

$

10.55

   

$

17.40

   

$

317

     

3.28

%

   

1.15

%

   

1.75

%

   

10.49

%

   

11.16

%

 

Lord Abbett International Opportunities

   

14

   

$

9.41

   

$

16.38

   

$

155

     

1.02

%

   

1.15

%

   

1.65

%

   

18.39

%

   

19.00

%

 

Lord Abbett Classic Stock

   

63

   

$

10.26

   

$

13.40

   

$

666

     

2.33

%

   

1.15

%

   

1.75

%

   

13.07

%

   

13.76

%

 

Lord Abbett Series Fundamental Equity VC

   

210

   

$

9.98

   

$

12.73

   

$

2,435

     

0.73

%

   

1.15

%

   

1.75

%

   

8.64

%

   

9.31

%

 

Fidelity Index 500 Portfolio SC2

   

211

   

$

10.96

   

$

15.00

   

$

2,388

     

2.56

%

   

1.15

%

   

1.75

%

   

13.61

%

   

14.30

%

 

Fidelity Contrafund Portfolio SC2

   

304

   

$

10.56

   

$

16.25

   

$

3,678

     

1.64

%

   

1.05

%

   

1.75

%

   

14.11

%

   

14.92

%

 

Fidelity Mid Cap SC2

   

219

   

$

9.97

   

$

19.65

   

$

2,680

     

0.51

%

   

1.05

%

   

1.75

%

   

12.56

%

   

13.36

%

 

Fidelity Equity Income SC2

   

13

   

$

13.31

   

$

15.23

   

$

176

     

2.96

%

   

1.15

%

   

1.50

%

   

15.30

%

   

15.71

%

 

Fidelity Investment Grade Bonds SC2

   

382

   

$

10.62

   

$

14.47

   

$

4,625

     

2.44

%

   

1.05

%

   

1.75

%

   

3.75

%

   

4.49

%

 

Franklin Flex Cap Growth Securities

   

8

   

$

10.00

   

$

13.99

   

$

82

     

0.00

%

   

1.15

%

   

1.65

%

   

7.46

%

   

8.01

%

 

Franklin Income Securities

   

325

   

$

10.66

   

$

16.18

   

$

4,024

     

5.43

%

   

1.05

%

   

1.75

%

   

10.68

%

   

11.47

%

 

Franklin Rising Dividend Securities

   

404

   

$

11.13

   

$

15.48

   

$

4,797

     

1.39

%

   

1.05

%

   

1.75

%

   

10.00

%

   

10.78

%

 

Franklin Small-Mid Cap Growth Securities

   

50

   

$

10.00

   

$

16.32

   

$

570

     

0.00

%

   

1.15

%

   

1.75

%

   

8.91

%

   

9.57

%

 

Franklin Small Cap Value Securities CL 2

   

66

   

$

11.24

   

$

14.37

   

$

825

     

0.65

%

   

1.15

%

   

1.75

%

   

16.31

%

   

17.02

%

 

Franklin US Government Fund

   

396

   

$

10.21

   

$

12.47

   

$

4,461

     

2.57

%

   

1.05

%

   

1.75

%

   

0.10

%

   

0.82

%

 

Templeton Growth Securities

   

22

   

$

9.67

   

$

13.91

   

$

235

     

1.71

%

   

1.05

%

   

1.75

%

   

18.95

%

   

19.79

%

 

Templeton Foreign Securities

   

141

   

$

9.84

   

$

14.06

   

$

1,458

     

2.89

%

   

1.05

%

   

1.75

%

   

16.16

%

   

16.99

%

 

Templeton Global Bond Securities Fund II

   

454

   

$

10.42

   

$

16.26

   

$

5,841

     

5.51

%

   

1.15

%

   

1.75

%

   

13.05

%

   

13.74

%

 

Templeton Developing Markets Sec CL2

   

13

   

$

9.89

   

$

9.91

   

$

127

     

0.00

%

   

1.30

%

   

1.65

%

   

1.37

%

   

1.61

%(a)

 

Mutual Shares Securities

   

474

   

$

10.32

   

$

13.79

   

$

5,133

     

2.12

%

   

1.05

%

   

1.75

%

   

12.24

%

   

13.04

%

 
Legg Mason ClearBridge Variable Mid Cap
Core II
   

69

   

$

10.51

   

$

13.87

   

$

855

     

1.09

%

   

1.15

%

   

1.75

%

   

15.55

%

   

16.25

%

 
Legg Mason ClearBridge Variable Small Cap
Growth II
   

21

   

$

11.19

   

$

15.38

   

$

297

     

0.12

%

   

1.05

%

   

1.65

%

   

17.00

%

   

17.71

%

 
Legg Mason Dynamic Multi-Strategy VIT
Portfolio II
   

558

   

$

10.09

   

$

10.12

   

$

5,649

     

2.12

%

   

1.30

%

   

1.75

%

   

1.11

%

   

1.42

%(a)

 
PIMCO VIT Long-Term US Government
Advisor
   

77

   

$

12.40

   

$

13.51

   

$

1,001

     

2.05

%

   

1.15

%

   

1.75

%

   

2.50

%

   

3.13

%

 

PIMCO VIT Low Duration Advisor

   

215

   

$

10.22

   

$

10.94

   

$

2,283

     

1.77

%

   

1.15

%

   

1.75

%

   

3.89

%

   

4.53

%

 

PIMCO VIT Real Return Advisor

   

685

   

$

11.05

   

$

12.80

   

$

8,044

     

0.87

%

   

1.15

%

   

1.75

%

   

6.74

%

   

7.39

%

 

PIMCO VIT Short-Term Advisor

   

128

   

$

9.99

   

$

10.17

   

$

1,290

     

0.77

%

   

1.15

%

   

1.75

%

   

0.88

%

   

1.49

%

 

PIMCO VIT Total Return Advisor

   

1,171

   

$

10.68

   

$

11.83

   

$

13,201

     

2.45

%

   

1.15

%

   

1.75

%

   

7.57

%

   

8.23

%

 

PIMCO VIT All Asset Advisor

   

33

   

$

10.68

   

$

10.72

   

$

349

     

7.08

%

   

1.30

%

   

1.75

%

   

5.92

%

   

6.25

%(a)

 

Royce Capital Fund Micro-Cap SC

   

77

   

$

8.99

   

$

12.55

   

$

819

     

0.00

%

   

1.15

%

   

1.75

%

   

5.57

%

   

6.22

%

 

Royce Capital Fund Small-Cap SC

   

234

   

$

10.34

   

$

12.94

   

$

2,739

     

0.04

%

   

1.15

%

   

1.75

%

   

10.25

%

   

10.93

%

 

*  These amounts represent the dividends, excluding distributions of capital gains, received by the subaccount from the underlying mutual fund, net of management fees assessed by the fund manager, divided by the average of net assets. These ratios exclude those expense charges, that result in direct reductions in the unit values. The recognition of investment income by the subaccount is affected by the timing of the declaration of dividend by the underlying fund in which the subaccount invests.

**  These ratios represent the annualized contract expenses of the Separate Account, consisting primarily of mortality and expense risk charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through redemption of units and expenses of the underlying funds are excluded.

***  These amounts represent the total return for the periods indicated, including changes in the value of the underlying fund, and reflect deductions for all items included in the expense ratio. The total return does not include any expenses assessed through redemption of units; inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total returns for periods of less than one year are not annualized. Product designs within a subaccount with an effective date during the year were excluded from the range of total return for that period unless the subaccount is only offered within the new product design.

(a)  Start date May 1, 2012. Total return ranges include new product designs as subaccounts are only offered in the new product designs.

(b)  Closed October 26, 2012

(c)  Less than 500 units — does not round up to 1,000


F-59



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

6.  FINANCIAL HIGHLIGHTS — (Continued)

   

As of December 31, 2011

 

For the Year Ended December 31, 2011

 

Subaccount

  Units
(000's)
  Unit
Fair
Value
Lowest
  Unit
Fair
Value
Highest
  Net
Assets
(000's)
  Investment
Income
Ratio*
  Expense
Ratio
Lowest**
  Expense
Ratio
Highest**
  Total
Return
Lowest***
  Total
Return
Highest***
 

Goldman Sachs Large Cap Value

   

1

   

$

19.94

   

$

19.94

   

$

24

     

1.22

%

   

1.40

%

   

1.40

%

   

–8.35

%

   

–8.35

%

 

Goldman Sachs Strategic International Equity

   

2

   

$

14.47

   

$

14.47

   

$

25

     

2.17

%

   

1.40

%

   

1.40

%

   

–16.24

%

   

–16.24

%

 

Goldman Sachs Structured US Equity

   

2

   

$

25.32

   

$

25.32

   

$

54

     

1.23

%

   

1.40

%

   

1.40

%

   

2.59

%

   

2.59

%

 

Goldman Sachs Structured Small Cap Equity

   

2

   

$

27.40

   

$

27.40

   

$

46

     

0.82

%

   

1.40

%

   

1.40

%

   

–0.73

%

   

–0.73

%

 

Goldman Sachs Strategic Growth

   

4

   

$

21.79

   

$

21.79

   

$

88

     

0.46

%

   

1.40

%

   

1.40

%

   

–3.98

%

   

–3.98

%

 

Goldman Sachs Strategic Growth SC

   

94

   

$

9.40

   

$

13.11

   

$

1,189

     

0.35

%

   

1.15

%

   

1.75

%

   

–4.46

%

   

–3.98

%

 

Goldman Sachs Large Cap Value Fund SC

   

126

   

$

8.11

   

$

10.96

   

$

1,347

     

1.80

%

   

1.05

%

   

1.75

%

   

–8.79

%

   

–8.24

%

 
Goldman Sachs Strategic International
Equity SC
   

28

   

$

7.07

   

$

10.82

   

$

288

     

5.64

%

   

1.05

%

   

1.65

%

   

–16.56

%

   

–16.05

%

 

Goldman Sachs Structured US Equity SC

   

1

   

$

12.65

   

$

12.65

   

$

12

     

1.55

%

   

1.50

%

   

1.50

%

   

2.35

%

   

2.35

%

 

Goldman Sachs VIT Growth Opportunities SC

   

5

   

$

12.05

   

$

12.19

   

$

55

     

0.00

%

   

1.15

%

   

1.65

%

   

–5.55

%

   

–5.07

%

 

Goldman Sachs Mid Cap Value SC

   

75

   

$

9.05

   

$

10.22

   

$

756

     

1.04

%

   

1.15

%

   

1.75

%

   

–8.13

%

   

–7.67

%

 

MFS Growth Series IC

   

4

   

$

16.29

   

$

16.29

   

$

72

     

0.19

%

   

1.40

%

   

1.40

%

   

–1.72

%

   

–1.72

%

 

MFS Research IC

   

2

   

$

14.51

   

$

14.51

   

$

24

     

0.52

%

   

1.40

%

   

1.40

%

   

–1.84

%

   

–1.84

%

 

MFS Investors Trust IC

   

5

   

$

13.61

   

$

13.61

   

$

66

     

0.93

%

   

1.40

%

   

1.40

%

   

–3.55

%

   

–3.55

%

 

MFS Total Return IC

   

4

   

$

18.58

   

$

18.58

   

$

72

     

2.75

%

   

1.40

%

   

1.40

%

   

0.35

%

   

0.35

%

 

MFS New Discovery IC

   

1

   

$

23.18

   

$

23.18

   

$

25

     

0.00

%

   

1.40

%

   

1.40

%

   

–11.52

%

   

–11.52

%

 

MFS Utilities IC

   

2

   

$

25.48

   

$

25.48

   

$

62

     

3.45

%

   

1.40

%

   

1.40

%

   

5.29

%

   

5.29

%

 

MFS Growth Series SC

   

9

   

$

9.43

   

$

15.80

   

$

113

     

0.02

%

   

1.15

%

   

1.75

%

   

–2.19

%

   

–1.70

%

 

MFS Research SC

   

1

   

$

13.82

   

$

14.07

   

$

17

     

0.73

%

   

1.50

%

   

1.65

%

   

–2.32

%

   

–2.18

%

 

MFS Investors Trust SC

   

83

   

$

9.30

   

$

13.20

   

$

1,050

     

0.96

%

   

1.15

%

   

1.75

%

   

–4.02

%

   

–3.54

%

 

MFS Total Return SC

   

19

   

$

9.79

   

$

18.01

   

$

281

     

2.46

%

   

1.15

%

   

1.65

%

   

–0.09

%

   

0.42

%

 

MFS New Discovery SC

   

40

   

$

8.39

   

$

22.45

   

$

764

     

0.00

%

   

1.15

%

   

1.75

%

   

–11.97

%

   

–11.52

%

 

MFS Utilities SC

   

20

   

$

9.62

   

$

24.68

   

$

378

     

3.07

%

   

1.15

%

   

1.75

%

   

4.75

%

   

5.29

%

 

MFS Investors Growth Stock SC

   

28

   

$

6.52

   

$

13.79

   

$

198

     

0.29

%

   

1.05

%

   

1.65

%

   

–1.28

%

   

–0.68

%

 

MFS VIT Research Bond SC

   

90

   

$

10.20

   

$

11.19

   

$

995

     

2.81

%

   

1.15

%

   

1.65

%

   

4.73

%

   

5.26

%

 

MFS VIT Value SC

   

35

   

$

9.59

   

$

11.29

   

$

384

     

1.35

%

   

1.15

%

   

1.75

%

   

–2.10

%

   

–1.61

%

 

Oppenheimer Money Fund/VA

   

960

   

$

0.97

   

$

9.94

   

$

1,110

     

0.01

%

   

1.15

%

   

1.65

%

   

–1.63

%

   

–1.14

%

 

Oppenheimer Small & Mid Cap Fund/VA

   

7

   

$

13.18

   

$

13.18

   

$

92

     

0.00

%

   

1.40

%

   

1.40

%

   

–0.31

%

   

–0.31

%

 

Oppenheimer Capital Appreciation Fund/VA

   

7

   

$

15.95

   

$

15.95

   

$

118

     

0.37

%

   

1.40

%

   

1.40

%

   

–2.53

%

   

–2.53

%

 

Oppenheimer Main Street Fund/VA

   

2

   

$

13.31

   

$

13.31

   

$

20

     

0.89

%

   

1.40

%

   

1.40

%

   

–1.41

%

   

–1.41

%

 

Oppenheimer Global Strategic Income Fund/VA

   

5

   

$

19.05

   

$

19.05

   

$

95

     

3.89

%

   

1.40

%

   

1.40

%

   

–0.55

%

   

–0.55

%

 

Oppenheimer Global Securites Fund/VA

   

9

   

$

23.19

   

$

23.19

   

$

206

     

1.31

%

   

1.40

%

   

1.40

%

   

–9.57

%

   

–9.57

%

 

Oppenheimer High Income Fund/VA

   

1

   

$

3.96

   

$

3.96

   

$

2

     

8.98

%

   

1.40

%

   

1.40

%

   

–3.70

%

   

–3.70

%

 

Oppenheimer Small & Mid Cap Fund/VA SC

   

   

$

12.77

   

$

12.77

   

$

3

     

0.00

%

   

1.50

%

   

1.50

%

   

–0.67

%

   

–0.67

%(c)

 

Oppenheimer Capital Appreciation Fund/VA SC

   

5

   

$

10.85

   

$

15.46

   

$

77

     

0.11

%

   

1.05

%

   

1.50

%

   

–2.85

%

   

–2.41

%

 

Oppenheimer Main Street Fund/VA SC

   

15

   

$

12.73

   

$

13.25

   

$

197

     

0.53

%

   

1.15

%

   

1.65

%

   

–1.95

%

   

–1.46

%

 
Oppenheimer Global Strategic Income
Fund/VA SC
   

159

   

$

9.48

   

$

18.46

   

$

2,462

     

1.54

%

   

1.05

%

   

1.75

%

   

–1.01

%

   

–0.40

%

 

Oppenheimer Global Securites Fund/VA SC

   

62

   

$

8.73

   

$

22.50

   

$

1,083

     

0.74

%

   

1.15

%

   

1.75

%

   

–10.03

%

   

–9.58

%

 

Oppenheimer High Income Fund/VA SC

   

2

   

$

3.89

   

$

3.89

   

$

7

     

8.67

%

   

1.50

%

   

1.50

%

   

–4.01

%

   

–4.01

%

 

Invesco Van Kampen VI Capital Growth

   

21

   

$

4.87

   

$

4.87

   

$

101

     

0.00

%

   

1.40

%

   

1.40

%

   

–7.49

%

   

–7.49

%

 

Invesco Van Kampen VI Comstock

   

10

   

$

15.18

   

$

15.18

   

$

155

     

1.60

%

   

1.40

%

   

1.40

%

   

–3.21

%

   

–3.21

%

 

Invesco Van Kampen VI Growth & Income

   

7

   

$

13.75

   

$

13.75

   

$

95

     

1.26

%

   

1.40

%

   

1.40

%

   

–3.38

%

   

–3.38

%

 

Invesco Van Kampen VI Mid-Cap Growth II

   

68

   

$

5.54

   

$

15.55

   

$

390

     

0.00

%

   

1.15

%

   

1.75

%

   

–10.85

%

   

–10.40

%

 

Invesco Van Kampen VI Equity and Income II

   

59

   

$

9.56

   

$

14.62

   

$

801

     

1.40

%

   

1.15

%

   

1.75

%

   

–2.92

%

   

–2.43

%

 

Invesco Van Kampen VI Government II

   

   

$

   

$

   

$

     

13.67

%

   

1.05

%

   

1.65

%

   

0.51

%

   

0.71

%(b)

 

Invesco Van Kampen VI Comstock II

   

11

   

$

12.97

   

$

14.71

   

$

146

     

0.96

%

   

1.15

%

   

1.65

%

   

–3.72

%

   

–3.23

%

 

Invesco Van Kampen VI Growth & Income II

   

167

   

$

9.48

   

$

13.32

   

$

2,114

     

1.34

%

   

1.05

%

   

1.75

%

   

–3.87

%

   

–3.28

%

 
Invesco Van Kampen VI Global Tactical
Asset Alloc II
   

   

$

   

$

   

$

     

1.29

%

   

1.15

%

   

1.50

%

   

3.08

%

   

3.20

%(b)

 
Invesco Van Kampen VI International Growth
Equity II
   

   

$

   

$

   

$

     

10.57

%

   

1.15

%

   

1.50

%

   

8.94

%

   

9.06

%(b)

 

Invesco Van Kampen VI Mid Cap Value II

   

7

   

$

9.57

   

$

12.44

   

$

83

     

0.72

%

   

1.30

%

   

1.65

%

   

–0.83

%

   

–0.68

%

 

Invesco VI Balanced Risk Allocation II

   

6

   

$

10.33

   

$

12.06

   

$

72

     

0.00

%

   

1.15

%

   

1.65

%

   

5.62

%

   

5.97

%(a)

 


F-60



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

6.  FINANCIAL HIGHLIGHTS — (Continued)

   

As of December 31, 2011

 

For the Year Ended December 31, 2011

 

Subaccount

  Units
(000's)
  Unit
Fair
Value
Lowest
  Unit
Fair
Value
Highest
  Net
Assets
(000's)
  Investment
Income
Ratio*
  Expense
Ratio
Lowest**
  Expense
Ratio
Highest**
  Total
Return
Lowest***
  Total
Return
Highest***
 

Invesco VI Government Securities II

   

12

   

$

10.44

   

$

10.70

   

$

123

     

0.00

%

   

1.05

%

   

1.65

%

   

5.46

%

   

5.88

%(a)

 

Invesco VI International Growth II

   

1

   

$

8.71

   

$

8.73

   

$

10

     

0.00

%

   

1.15

%

   

1.50

%

   

–15.95

%

   

–15.75

%(a)

 

UIF Global Real Estate II

   

20

   

$

8.51

   

$

12.93

   

$

187

     

4.03

%

   

1.15

%

   

1.65

%

   

–11.63

%

   

–11.18

%

 

Lord Abbett Growth & Income

   

51

   

$

9.25

   

$

11.94

   

$

564

     

1.14

%

   

1.05

%

   

1.75

%

   

–7.63

%

   

–7.06

%

 

Lord Abbett Bond Debenture

   

195

   

$

9.80

   

$

17.67

   

$

3,188

     

8.24

%

   

1.05

%

   

1.75

%

   

2.67

%

   

3.29

%

 

Lord Abbett Mid Cap Value

   

21

   

$

12.63

   

$

13.92

   

$

271

     

0.25

%

   

1.15

%

   

1.65

%

   

–5.59

%

   

–5.11

%

 

Lord Abbett Growth Opportunities

   

4

   

$

14.20

   

$

15.55

   

$

65

     

0.00

%

   

1.05

%

   

1.65

%

   

–11.53

%

   

–10.99

%

 

Lord Abbett Capital Structure

   

15

   

$

9.54

   

$

15.71

   

$

217

     

5.24

%

   

1.15

%

   

1.75

%

   

–1.45

%

   

–0.95

%

 

Lord Abbett International Opportunities

   

41

   

$

7.95

   

$

13.77

   

$

345

     

1.53

%

   

1.15

%

   

1.75

%

   

–17.11

%

   

–16.68

%

 

Lord Abbett Classic Stock

   

29

   

$

9.07

   

$

11.78

   

$

279

     

0.97

%

   

1.15

%

   

1.65

%

   

–9.66

%

   

–9.20

%

 

Lord Abbett Series Fundamental Equity VC

   

106

   

$

9.18

   

$

11.64

   

$

1,201

     

0.36

%

   

1.15

%

   

1.75

%

   

–6.06

%

   

–5.58

%

 

Fidelity Index 500 Portfolio SC2

   

83

   

$

9.65

   

$

13.12

   

$

845

     

4.79

%

   

1.15

%

   

1.75

%

   

0.11

%

   

0.62

%

 

Fidelity Contrafund Portfolio SC2

   

156

   

$

9.26

   

$

14.16

   

$

1,822

     

1.13

%

   

1.05

%

   

1.75

%

   

–4.38

%

   

–3.80

%

 

Fidelity Mid Cap SC2

   

104

   

$

8.86

   

$

17.33

   

$

1,343

     

0.04

%

   

1.05

%

   

1.75

%

   

–12.32

%

   

–11.79

%

 

Fidelity Equity Income SC2

   

14

   

$

11.55

   

$

13.16

   

$

158

     

2.35

%

   

1.15

%

   

1.50

%

   

–0.85

%

   

–0.50

%

 

Fidelity Investment Grade Bonds SC2

   

164

   

$

10.23

   

$

13.85

   

$

1,923

     

5.68

%

   

1.05

%

   

1.75

%

   

5.28

%

   

5.92

%

 

Franklin Flex Cap Growth Securities

   

5

   

$

9.96

   

$

12.96

   

$

61

     

0.00

%

   

1.15

%

   

1.65

%

   

–6.37

%

   

–5.89

%

 

Franklin Income Securities

   

122

   

$

9.64

   

$

14.53

   

$

1,516

     

5.01

%

   

1.05

%

   

1.75

%

   

0.70

%

   

1.31

%

 

Franklin Rising Dividend Securities

   

155

   

$

10.12

   

$

13.99

   

$

1,794

     

1.34

%

   

1.05

%

   

1.75

%

   

4.26

%

   

4.89

%

 

Franklin Small-Mid Cap Growth Securities

   

24

   

$

9.20

   

$

14.90

   

$

271

     

0.00

%

   

1.15

%

   

1.65

%

   

–6.40

%

   

–5.92

%

 

Franklin Small Cap Value Securities CL 2

   

21

   

$

9.66

   

$

12.28

   

$

234

     

0.48

%

   

1.15

%

   

1.75

%

   

–5.34

%

   

–4.86

%

 

Franklin US Government Fund

   

193

   

$

10.20

   

$

12.37

   

$

2,246

     

2.65

%

   

1.05

%

   

1.75

%

   

3.94

%

   

4.57

%

 

Templeton Growth Securities

   

5

   

$

8.12

   

$

11.63

   

$

52

     

1.31

%

   

1.15

%

   

1.65

%

   

–8.37

%

   

–8.04

%

 

Templeton Foreign Securities

   

76

   

$

8.47

   

$

12.03

   

$

674

     

0.97

%

   

1.05

%

   

1.75

%

   

–12.11

%

   

–11.57

%

 

Templeton Global Bond Securities Fund II

   

119

   

$

9.21

   

$

14.35

   

$

1,607

     

5.08

%

   

1.15

%

   

1.75

%

   

–2.50

%

   

–2.01

%

 

Mutual Shares Securities

   

272

   

$

9.18

   

$

12.21

   

$

2,658

     

2.89

%

   

1.05

%

   

1.75

%

   

–2.67

%

   

–2.08

%

 
Legg Mason ClearBridge Variable Mid Cap
Core II
   

26

   

$

9.10

   

$

11.93

   

$

306

     

0.00

%

   

1.15

%

   

1.75

%

   

–5.72

%

   

–5.24

%

 
Legg Mason ClearBridge Variable Small Cap
Growth II
   

13

   

$

12.89

   

$

13.03

   

$

165

     

0.00

%

   

1.15

%

   

1.65

%

   

–0.65

%

   

–0.15

%

 

PIMCO VIT Long-Term US Government Advisor

   

25

   

$

12.10

   

$

13.10

   

$

321

     

2.49

%

   

1.15

%

   

1.75

%

   

25.61

%

   

26.25

%

 

PIMCO VIT Low Duration Advisor

   

105

   

$

9.84

   

$

10.47

   

$

1,093

     

1.57

%

   

1.15

%

   

1.75

%

   

–0.65

%

   

–0.15

%

 

PIMCO VIT Real Return Advisor

   

226

   

$

10.35

   

$

11.92

   

$

2,667

     

1.82

%

   

1.15

%

   

1.75

%

   

9.72

%

   

10.28

%

 

PIMCO VIT Short-Term Advisor

   

80

   

$

9.91

   

$

10.02

   

$

796

     

0.86

%

   

1.15

%

   

1.65

%

   

–1.24

%

   

–0.74

%

 

PIMCO VIT Total Return Advisor

   

522

   

$

9.93

   

$

10.93

   

$

5,626

     

2.58

%

   

1.15

%

   

1.75

%

   

1.80

%

   

2.32

%

 

Royce Capital Fund Micro-Cap SC

   

34

   

$

8.52

   

$

11.82

   

$

392

     

5.14

%

   

1.15

%

   

1.75

%

   

–13.70

%

   

–13.26

%

 

Royce Capital Fund Small-Cap SC

   

114

   

$

9.38

   

$

11.67

   

$

1,298

     

0.51

%

   

1.15

%

   

1.75

%

   

–5.14

%

   

–4.66

%

 

*  These amounts represent the dividends, excluding distributions of capital gains, received by the subaccount from the underlying mutual fund, net of management fees assessed by the fund manager, divided by the average of net assets. These ratios exclude those expense charges, that result in direct reductions in the unit values. The recognition of investment income by the subaccount is affected by the timing of the declaration of dividend by the underlying fund in which the subaccount invests.

**  These ratios represent the annualized contract expenses of the Separate Account, consisting primarily of mortality and expense risk charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through redemption of units and expenses of the underlying funds are excluded.

***  These amounts represent the total return for the periods indicated, including changes in the value of the underlying fund, and reflect deductions for all items included in the expense ratio. The total return does not include any expenses assessed through redemption of units; inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total returns for periods of less than one year are not annualized. Product designs within a subaccount with an effective date during the year were excluded from the range of total return for that period unless the subaccount is only offered within the new product design.

(a)  Start date May 2, 2011

(b)  Closed April 29, 2011

(c)  Less than 500 units — does not round up to 1,000


F-61



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

6.  FINANCIAL HIGHLIGHTS — (Continued)

   

As of December 31, 2010

 

For the Year Ended December 31, 2010

 

Subaccount

  Units
(000's)
  Unit
Fair
Value
Lowest
  Unit
Fair
Value
Highest
  Net
Assets
(000's)
  Investment
Income
Ratio*
  Expense
Ratio
Lowest**
  Expense
Ratio
Highest**
  Total
Return
Lowest***
  Total
Return
Highest***
 

Goldman Sachs Large Cap Value

   

1

   

$

21.75

   

$

21.75

   

$

28

     

0.80

%

   

1.40

%

   

1.40

%

   

9.64

%

   

9.64

%

 

Goldman Sachs Strategic International Equity

   

4

   

$

17.28

   

$

17.28

   

$

62

     

1.44

%

   

1.40

%

   

1.40

%

   

8.82

%

   

8.82

%

 

Goldman Sachs Structured US Equity

   

4

   

$

24.68

   

$

24.68

   

$

109

     

1.44

%

   

1.40

%

   

1.40

%

   

11.27

%

   

11.27

%

 

Goldman Sachs Structured Small Cap Equity

   

2

   

$

27.60

   

$

27.60

   

$

48

     

0.51

%

   

1.40

%

   

1.40

%

   

28.30

%

   

28.30

%

 

Goldman Sachs Strategic Growth

   

4

   

$

22.70

   

$

22.70

   

$

94

     

0.43

%

   

1.40

%

   

1.40

%

   

9.19

%

   

9.19

%

 

Goldman Sachs Strategic Growth SC

   

29

   

$

13.50

   

$

13.65

   

$

392

     

0.65

%

   

1.15

%

   

1.65

%

   

8.68

%

   

9.23

%

 

Goldman Sachs Large Cap Value Fund SC

   

25

   

$

8.84

   

$

11.95

   

$

294

     

1.48

%

   

1.05

%

   

1.65

%

   

9.06

%

   

9.73

%

 
Goldman Sachs Strategic International
Equity SC
   

11

   

$

8.42

   

$

12.90

   

$

133

     

1.50

%

   

1.05

%

   

1.65

%

   

8.27

%

   

8.93

%

 

Goldman Sachs Structured US Equity SC

   

1

   

$

12.36

   

$

12.36

   

$

13

     

1.35

%

   

1.50

%

   

1.50

%

   

10.91

%

   

10.91

%

 

Goldman Sachs VIT Growth Opportunities SC

   

4

   

$

12.76

   

$

12.78

   

$

46

     

0.00

%

   

1.50

%

   

1.65

%

   

17.40

%

   

17.57

%

 

Goldman Sachs Mid Cap Value SC

   

11

   

$

11.03

   

$

11.07

   

$

122

     

1.47

%

   

1.15

%

   

1.65

%

   

7.45

%

   

7.81

%(a)

 

MFS Growth Series IC

   

4

   

$

16.58

   

$

16.58

   

$

73

     

0.11

%

   

1.40

%

   

1.40

%

   

13.73

%

   

13.73

%

 

MFS Research IC

   

4

   

$

14.78

   

$

14.78

   

$

57

     

0.95

%

   

1.40

%

   

1.40

%

   

14.28

%

   

14.28

%

 

MFS Investors Trust IC

   

5

   

$

14.11

   

$

14.11

   

$

70

     

1.23

%

   

1.40

%

   

1.40

%

   

9.55

%

   

9.55

%

 

MFS Total Return IC

   

4

   

$

18.52

   

$

18.52

   

$

74

     

2.99

%

   

1.40

%

   

1.40

%

   

8.39

%

   

8.39

%

 

MFS New Discovery IC

   

1

   

$

26.19

   

$

26.19

   

$

29

     

0.00

%

   

1.40

%

   

1.40

%

   

34.43

%

   

34.43

%

 

MFS Utilities IC

   

2

   

$

24.20

   

$

24.20

   

$

55

     

3.65

%

   

1.40

%

   

1.40

%

   

12.22

%

   

12.22

%

 

MFS Growth Series SC

   

1

   

$

14.18

   

$

14.18

   

$

8

     

0.00

%

   

1.15

%

   

1.15

%

   

13.70

%

   

13.70

%

 

MFS Research SC

   

1

   

$

14.14

   

$

14.38

   

$

8

     

0.54

%

   

1.50

%

   

1.65

%

   

13.74

%

   

13.91

%

 

MFS Investors Trust SC

   

21

   

$

12.86

   

$

13.73

   

$

280

     

0.40

%

   

1.15

%

   

1.65

%

   

9.05

%

   

9.61

%

 

MFS Total Return SC

   

8

   

$

12.34

   

$

18.00

   

$

131

     

2.40

%

   

1.15

%

   

1.65

%

   

7.83

%

   

8.37

%

 

MFS New Discovery SC

   

8

   

$

19.74

   

$

25.47

   

$

179

     

0.00

%

   

1.15

%

   

1.65

%

   

33.70

%

   

34.38

%

 

MFS Utilities SC

   

8

   

$

15.08

   

$

23.53

   

$

148

     

1.97

%

   

1.15

%

   

1.65

%

   

11.64

%

   

12.21

%

 

MFS Investors Growth Stock SC

   

17

   

$

6.60

   

$

13.90

   

$

120

     

0.25

%

   

1.05

%

   

1.65

%

   

10.30

%

   

10.98

%

 

MFS VIT Research Bond SC

   

18

   

$

10.56

   

$

10.63

   

$

195

     

0.64

%

   

1.15

%

   

1.65

%

   

5.44

%

   

5.97

%

 

MFS VIT Value SC

   

5

   

$

11.40

   

$

11.48

   

$

61

     

0.56

%

   

1.15

%

   

1.65

%

   

9.38

%

   

9.94

%

 

Oppenheimer Money Fund/VA

   

596

   

$

0.98

   

$

1.38

   

$

631

     

0.03

%

   

1.15

%

   

1.65

%

   

–1.62

%

   

–1.12

%

 

Oppenheimer Small & Mid Cap Fund/VA

   

8

   

$

13.22

   

$

13.22

   

$

101

     

0.00

%

   

1.40

%

   

1.40

%

   

25.68

%

   

25.68

%

 

Oppenheimer Capital Appreciation Fund/VA

   

8

   

$

16.36

   

$

16.36

   

$

131

     

0.18

%

   

1.40

%

   

1.40

%

   

7.89

%

   

7.89

%

 

Oppenheimer Main Street Fund/VA

   

2

   

$

13.50

   

$

13.50

   

$

32

     

1.36

%

   

1.40

%

   

1.40

%

   

14.49

%

   

14.49

%

 

Oppenheimer Global Strategic Income Fund/VA

   

8

   

$

19.16

   

$

19.16

   

$

145

     

8.52

%

   

1.40

%

   

1.40

%

   

13.36

%

   

13.36

%

 

Oppenheimer Global Securites Fund/VA

   

9

   

$

25.64

   

$

25.64

   

$

242

     

1.40

%

   

1.40

%

   

1.40

%

   

14.35

%

   

14.35

%

 

Oppenheimer High Income Fund/VA

   

1

   

$

4.11

   

$

4.11

   

$

3

     

6.06

%

   

1.40

%

   

1.40

%

   

13.21

%

   

13.21

%

 

Oppenheimer Small & Mid Cap Fund/VA SC

   

   

$

12.85

   

$

12.85

   

$

3

     

0.00

%

   

1.50

%

   

1.50

%

   

25.26

%

   

25.26

%(b)

 

Oppenheimer Capital Appreciation Fund/VA SC

   

5

   

$

11.12

   

$

15.92

   

$

76

     

0.00

%

   

1.05

%

   

1.50

%

   

7.51

%

   

8.00

%

 

Oppenheimer Main Street Fund/VA SC

   

12

   

$

13.19

   

$

13.45

   

$

164

     

0.81

%

   

1.15

%

   

1.50

%

   

14.09

%

   

14.50

%

 
Oppenheimer Global Strategic Income
Fund/VA SC
   

49

   

$

12.33

   

$

18.62

   

$

810

     

6.18

%

   

1.05

%

   

1.65

%

   

12.88

%

   

13.57

%

 

Oppenheimer Global Securites Fund/VA SC

   

20

   

$

15.02

   

$

24.97

   

$

407

     

0.82

%

   

1.15

%

   

1.65

%

   

13.80

%

   

14.37

%

 

Oppenheimer High Income Fund/VA SC

   

2

   

$

4.05

   

$

4.05

   

$

7

     

5.08

%

   

1.50

%

   

1.50

%

   

12.73

%

   

12.73

%

 

Invesco Van Kampen VI Capital Growth

   

22

   

$

5.26

   

$

5.26

   

$

118

     

0.00

%

   

1.40

%

   

1.40

%

   

18.17

%

   

18.17

%

 

Invesco Van Kampen VI Comstock

   

10

   

$

15.68

   

$

15.68

   

$

162

     

0.14

%

   

1.40

%

   

1.40

%

   

14.36

%

   

14.36

%

 

Invesco Van Kampen VI Growth & Income

   

7

   

$

14.23

   

$

14.23

   

$

100

     

0.12

%

   

1.40

%

   

1.40

%

   

10.94

%

   

10.94

%

 

Invesco Van Kampen VI Mid-Cap Growth II

   

23

   

$

6.21

   

$

6.37

   

$

142

     

0.00

%

   

1.40

%

   

1.65

%

   

25.18

%

   

25.50

%

 

Invesco Van Kampen VI Equity and Income II

   

14

   

$

13.02

   

$

15.04

   

$

197

     

1.18

%

   

1.15

%

   

1.65

%

   

10.19

%

   

10.74

%

 

Invesco Van Kampen VI Government II

   

7

   

$

10.67

   

$

11.99

   

$

82

     

0.22

%

   

1.05

%

   

1.65

%

   

3.16

%

   

3.78

%

 

Invesco Van Kampen VI Comstock II

   

3

   

$

13.40

   

$

15.25

   

$

40

     

0.06

%

   

1.15

%

   

1.65

%

   

13.79

%

   

14.37

%

 

Invesco Van Kampen VI Growth & Income II

   

48

   

$

12.72

   

$

13.83

   

$

642

     

0.05

%

   

1.05

%

   

1.65

%

   

10.34

%

   

11.02

%

 
Invesco Van Kampen VI Global Tactical
Asset Alloc II
   

3

   

$

10.96

   

$

11.03

   

$

35

     

0.00

%

   

1.15

%

   

1.65

%

   

7.52

%

   

8.07

%

 
Invesco Van Kampen VI International Growth
Equity II
   

1

   

$

8.15

   

$

13.26

   

$

11

     

1.40

%

   

1.15

%

   

1.50

%

   

8.25

%

   

8.63

%

 

Invesco Van Kampen VI Mid Cap Value II

   

   

$

12.51

   

$

12.51

   

$

5

     

0.00

%

   

1.65

%

   

1.65

%

   

20.17

%

   

20.17

%(b)

 

UIF Global Real Estate II

   

4

   

$

9.70

   

$

14.56

   

$

37

     

12.98

%

   

1.15

%

   

1.65

%

   

20.30

%

   

20.91

%

 


F-62



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

6.  FINANCIAL HIGHLIGHTS — (Continued)

   

As of December 31, 2010

 

For the Year Ended December 31, 2010

 

Subaccount

  Units
(000's)
  Unit
Fair
Value
Lowest
  Unit
Fair
Value
Highest
  Net
Assets
(000's)
  Investment
Income
Ratio*
  Expense
Ratio
Lowest**
  Expense
Ratio
Highest**
  Total
Return
Lowest***
  Total
Return
Highest***
 

Lord Abbett Growth & Income

   

22

   

$

11.62

   

$

12.86

   

$

258

     

0.76

%

   

1.05

%

   

1.65

%

   

15.48

%

   

16.18

%

 

Lord Abbett Bond Debenture

   

69

   

$

14.14

   

$

17.17

   

$

1,139

     

11.27

%

   

1.05

%

   

1.65

%

   

10.46

%

   

11.14

%

 

Lord Abbett Mid Cap Value

   

12

   

$

13.38

   

$

14.67

   

$

158

     

0.60

%

   

1.15

%

   

1.65

%

   

23.37

%

   

23.99

%

 

Lord Abbett Growth Opportunities

   

   

$

15.95

   

$

15.95

   

$

4

     

0.00

%

   

1.05

%

   

1.05

%

   

21.64

%

   

21.64

%(b)

 

Lord Abbett Capital Structure

   

1

   

$

13.74

   

$

15.73

   

$

13

     

4.47

%

   

1.15

%

   

1.65

%

   

12.88

%

   

13.45

%

 

Lord Abbett International Opportunities

   

12

   

$

9.59

   

$

16.52

   

$

121

     

3.94

%

   

1.15

%

   

1.65

%

   

19.23

%

   

19.83

%

 

Lord Abbett Classic Stock

   

4

   

$

10.04

   

$

12.97

   

$

44

     

1.85

%

   

1.15

%

   

1.65

%

   

12.24

%

   

12.81

%

 

Lord Abbett Series Fundamental Equity VC

   

25

   

$

12.26

   

$

12.33

   

$

301

     

0.90

%

   

1.15

%

   

1.65

%

   

17.07

%

   

17.66

%

 

Fidelity Index 500 Portfolio SC2

   

7

   

$

9.86

   

$

13.04

   

$

80

     

3.00

%

   

1.15

%

   

1.65

%

   

12.84

%

   

13.41

%

 

Fidelity Contrafund Portfolio SC2

   

70

   

$

10.43

   

$

14.79

   

$

886

     

1.91

%

   

1.05

%

   

1.65

%

   

15.00

%

   

15.70

%

 

Fidelity Mid Cap SC2

   

25

   

$

11.87

   

$

19.65

   

$

383

     

0.28

%

   

1.05

%

   

1.65

%

   

26.45

%

   

27.22

%

 

Fidelity Equity Income SC2

   

14

   

$

11.65

   

$

13.23

   

$

159

     

1.65

%

   

1.15

%

   

1.50

%

   

13.20

%

   

13.60

%

 

Fidelity Investment Grade Bonds SC2

   

45

   

$

12.05

   

$

13.07

   

$

549

     

5.22

%

   

1.05

%

   

1.65

%

   

5.78

%

   

6.42

%

 

Franklin Flex Cap Growth Securities

   

   

$

13.77

   

$

13.77

   

$

3

     

0.00

%

   

1.15

%

   

1.15

%

   

14.86

%

   

14.86

%(b)

 

Franklin Income Securities

   

32

   

$

11.75

   

$

14.36

   

$

409

     

6.07

%

   

1.05

%

   

1.65

%

   

10.82

%

   

11.49

%

 

Franklin Rising Dividend Securities

   

85

   

$

10.28

   

$

13.35

   

$

928

     

1.22

%

   

1.05

%

   

1.65

%

   

18.66

%

   

19.38

%

 

Franklin Small-Mid Cap Growth Securities

   

9

   

$

10.87

   

$

15.84

   

$

101

     

0.00

%

   

1.15

%

   

1.65

%

   

25.52

%

   

26.16

%

 

Franklin Small Cap Value Securities CL 2

   

1

   

$

12.85

   

$

12.90

   

$

14

     

0.81

%

   

1.15

%

   

1.50

%

   

26.30

%

   

26.75

%

 

Franklin US Government Fund

   

52

   

$

11.00

   

$

11.83

   

$

588

     

2.37

%

   

1.05

%

   

1.65

%

   

3.55

%

   

4.18

%

 

Templeton Growth Securities

   

2

   

$

8.94

   

$

12.64

   

$

18

     

1.26

%

   

1.15

%

   

1.50

%

   

5.79

%

   

6.16

%

 

Templeton Foreign Securities

   

6

   

$

10.83

   

$

13.62

   

$

74

     

2.08

%

   

1.05

%

   

1.50

%

   

6.78

%

   

7.27

%

 

Templeton Global Bond Securities Fund II

   

51

   

$

13.78

   

$

14.69

   

$

722

     

1.32

%

   

1.15

%

   

1.65

%

   

12.26

%

   

12.83

%

 

Mutual Shares Securities

   

92

   

$

9.43

   

$

12.48

   

$

911

     

1.73

%

   

1.05

%

   

1.65

%

   

9.36

%

   

10.03

%

 
Legg Mason ClearBridge Variable Mid Cap
Core II
   

10

   

$

12.51

   

$

12.59

   

$

121

     

0.00

%

   

1.15

%

   

1.65

%

   

20.05

%

   

20.66

%

 
Legg Mason ClearBridge Variable Small Cap
Growth II
   

1

   

$

13.00

   

$

13.05

   

$

15

     

0.00

%

   

1.15

%

   

1.50

%

   

22.87

%

   

23.30

%

 

PIMCO VIT Long-Term US Government Advisor

   

3

   

$

10.31

   

$

10.38

   

$

35

     

3.21

%

   

1.15

%

   

1.65

%

   

9.66

%

   

10.22

%

 

PIMCO VIT Low Duration Advisor

   

46

   

$

10.42

   

$

10.48

   

$

477

     

1.64

%

   

1.15

%

   

1.65

%

   

3.45

%

   

3.98

%

 

PIMCO VIT Real Return Advisor

   

73

   

$

10.74

   

$

10.81

   

$

784

     

1.23

%

   

1.15

%

   

1.65

%

   

6.22

%

   

6.76

%

 

PIMCO VIT Short-Term Advisor

   

41

   

$

10.03

   

$

10.10

   

$

413

     

0.78

%

   

1.15

%

   

1.65

%

   

0.33

%

   

0.84

%

 

PIMCO VIT Total Return Advisor

   

177

   

$

10.61

   

$

10.68

   

$

1,886

     

2.33

%

   

1.15

%

   

1.65

%

   

6.22

%

   

6.76

%

 

Royce Capital Fund Micro-Cap SC

   

6

   

$

13.54

   

$

13.62

   

$

83

     

8.14

%

   

1.15

%

   

1.65

%

   

27.76

%

   

28.41

%

 

Royce Capital Fund Small-Cap SC

   

28

   

$

12.16

   

$

12.24

   

$

342

     

0.41

%

   

1.15

%

   

1.65

%

   

18.28

%

   

18.88

%

 

*  These amounts represent the dividends, excluding distributions of capital gains, received by the subaccount from the underlying mutual fund, net of management fees assessed by the fund manager, divided by the average of net assets. These ratios exclude those expense charges, that result in direct reductions in the unit values. The recognition of investment income by the subaccount is affected by the timing of the declaration of dividend by the underlying fund in which the subaccount invests.

**  These ratios represent the annualized contract expenses of the Separate Account, consisting primarily of mortality and expense risk charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through redemption of units and expenses of the underlying funds are excluded.

***  These amounts represent the total return for the periods indicated, including changes in the value of the underlying fund, and reflect deductions for all items included in the expense ratio. The total return does not include any expenses assessed through redemption of units; inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total returns for periods of less than one year are not annualized. Product designs within a subaccount with an effective date during the year were excluded from the range of total return for that period unless the subaccount is only offered within the new product design.

(a)  Start date May 3, 2010

(b)  Less than 500 units — does not round up to 1,000


F-63



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

7.  EXPENSES

The following is a summary of Separate Account expense charges which are assessed either as a direct reduction in unit values or through a redemption of units for all contracts contained within the Separate Account:

Expense Type

 

Range

 
Mortality and Expense Risk charge
To compensate PLAIC for assuming mortality and expense risks, a daily mortality and expense risk is deducted through the reduction of unit values. The charge is assessed on an annual basis and is calculated as a percent of the average daily net assets and varies depending on the product purchased and the death benefit option selected.
  0.95 % - 1.60%  
Administrative Charge
An annual fee is assessed to reimburse PLAIC for expenses incurred in the administration of the contract and the Separate Account. The charge is assessed through the reduction of unit values.
  0.10 % - 0.15%  
Contract Maintenance Fee
This annual charge is assessed through the redemption of units and is waived when the account value or purchase payments less surrenders and associated surrender charges equals or exceeds $50,000 - $100,000, depending on the product.
  $ 0 - $30  
Surrender Charge (Contingent Deferred Sales Charge)
This charge is assessed as a percent of the amount surrendered and is imposed to reimburse PLAIC for some of the costs of distributing the contracts. The percentage charged is assessed through the redemption of units and is based upon the number of full years which have elapsed between the date the contract was purchased and the surrender date.
  0.00 % - 7.00%  
Transfer Fee
Currently there is no fee charged for transfers; however, PLAIC has reserved the right to charge for each transfer after the first 12 transfers in any contract year as a redemption of units.
  $ 25  
Optional Benefit Fee
Optional benefits may be elected by contract owners. These benefits include death benefits and living benefits. The fees for such benefits are deducted monthly and assessed through redemption of units. These fees are calculated on either a "Benefit Base" basis, a "Floored Asset Base" basis or a "Net Amount at Risk" basis.
 

0.10% - 2.00% on Benefit Base 1.0% - 2.2% on Floored Asset Base $0.25 per $1000 - $18.94 per $1000 on Net Amount at Risk

 

8.  RELATED PARTY TRANSACTIONS

Contract owners' net payments represent premiums received from contract owners less certain deductions made by PLAIC in accordance with the contract terms. These deductions include, where appropriate, tax, surrender, mortality and expense risk, and administrative charges. These deductions are made to the individual contracts in accordance with the terms governing each contract as set forth in the Contract.

PLAIC offers a loan privilege to certain contract owners. Such contract owners may obtain loans using the Contract as the only security for the loan. Loans are subject to provisions of The Internal Revenue


F-64



THE VARIABLE ANNUITY ACCOUNT A OF PROTECTIVE LIFE

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

8.  RELATED PARTY TRANSACTIONS — (Continued)

Code of 1986, as amended, and to applicable retirement program rules. There were no loans outstanding as of December 31, 2014.

Pursuant to the terms of an agreement with PLAIC, Protective Life administers the Contracts. Contract administration includes: processing applications for the Contracts and subsequent owner requests; processing purchase payments, transfers, surrenders and death benefit claims as well as performing record maintenance and disbursing annuity income payments.

Investment Distributors, Inc., a wholly owned subsidiary of PLC, is the principal underwriter for the Separate Account.

9.  SUBSEQUENT EVENTS

The Separate Account has evaluated the effects of events subsequent to December 31, 2014, and through the financial statement issuance date. All accounting and disclosure requirements related to subsequent events are included in our financial statements.


F-65




INDEPENDENT AUDITOR'S REPORT

To the Board of Directors of
Protective Life and Annuity Insurance Company:

We have audited the accompanying statutory financial statements of Protective Life and Annuity Insurance Company (a wholly owned subsidiary of Protective Life Insurance Company) (the "Company"), which comprise the statutory statements of admitted assets, liabilities and capital and surplus as of December 31, 2014 and 2013, and the related statutory statements of operations and changes in capital and surplus, and cash flows for the years then ended.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the accounting practices prescribed or permitted by the Alabama Department of Insurance. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles

As described in Notes 1 and 2 to the financial statements, the financial statements are prepared by the Company on the basis of the accounting practices prescribed or permitted by the Alabama Department of Insurance, which is a basis of accounting other than accounting principles generally accepted in the United States of America.

The effects on the financial statements of the variances between the statutory basis of accounting described in Note 2 and accounting principles generally accepted in the United States of America are material.

Adverse Opinion on U.S. Generally Accepted Accounting Principles

In our opinion, because of the significance of the matter discussed in the "Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles" paragraph, the financial statements referred to above do not present fairly, in accordance with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2014 and 2013, or the results of its operations or its cash flows for the years then ended.


F-66



Opinion on Statutory Basis of Accounting

In our opinion, the financial statements referred to above present fairly, in all material respects, the admitted assets, liabilities and capital and surplus of the Company as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended, in accordance with the accounting practices prescribed or permitted by the Alabama Department of Insurance described in Notes 1 and 2.

Emphasis of a matter

As discussed in Note 18 to the financial statements, the Company's ultimate parent, Protective Life Corporation, was acquired on February 1, 2015 by The Dai-ichi Life Insurance Company, Limited. After completion of the acquisition, the Company is an ultimate wholly owned subsidiary of The Dai-ichi Life Insurance Company, Limited. Our opinion is not modified with respect to this matter.

Other Matter

Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying Selected Financial Data Schedule, Summary Investment Schedule and Investment Risk Interrogatories of the Company as of December 31, 2014 and for the year then ended are presented for purposes of additional analysis and are not a required part of the financial statements. The Selected Financial Data Schedule, Summary Investment Schedule and Investment Risk Interrogatories are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the financial statements. The effects on the Selected Financial Data Schedule, Summary Investment Schedule and Investment Risk Interrogatories of the variances between the statutory basis of accounting and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material. As a consequence, the Selected Financial Data Schedule, Summary Investment Schedule and Investment Risk Interrogatories do not present fairly, in conformity with accounting principles generally accepted in the United States of America, such information of the Company as of December 31, 2014 and for the year then ended. The Selected Financial Data Schedule, Summary Investment Schedule and Investment Risk Interrogatories have been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves and other additional procedures, in accordance with auditing standards generally accepted in the United States of America. In our opinion, the Selected Financial Data Schedule, Summary Investment Schedule and Investment Risk Interrogatories are fairly stated, in all material respects, in relation to the financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

Birmingham, Alabama
April 27, 2015


F-67



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

STATEMENTS OF ADMITTED ASSETS, LIABILITIES, AND CAPITAL AND SURPLUS

(Statutory Basis)

   

December 31

 
   

2014

 

2013

 
    ($ in thousands, except
share amounts)
 

ADMITTED ASSETS

 

Bonds (market: 2014 — $1,843,729; 2013 — $1,855,473)

 

$

1,656,961

   

$

1,752,720

   

Preferred stocks (market: 2014 — $30,527; 2013 — $19,924)

   

29,060

     

21,718

   

Mortgage loans on real estate

   

95,124

     

77,208

   

Contract loans

   

36,782

     

39,455

   

Cash and cash equivalents

   

4,058

     

6,774

   

Short term investments

   

8,403

     

4,482

   

Receivable for securities

   

0

     

72

   

Total cash and investments

   

1,830,388

     

1,902,429

   

Amounts recoverable from reinsurers

   

2,146

     

1,445

   

Deferred and uncollected premiums

   

(928

)

   

(839

)

 

Investment income due and accrued

   

21,284

     

22,032

   

Deferred tax asset

   

6,574

     

6,506

   

Current federal income tax recoverable

   

0

     

477

   

Other assets

   

981

     

693

   

Assets held in Separate Accounts

   

233,299

     

229,943

   

Total admitted assets

 

$

2,093,744

   

$

2,162,686

   

LIABILITIES AND CAPITAL AND SURPLUS

 

Aggregate reserves:

 

Life policies and contracts

 

$

1,622,737

   

$

1,690,198

   

Accident and health

   

3,705

     

4,090

   

Liability for deposit-type contracts

   

8,427

     

5,737

   

Policy and contract claims:

 

Life

   

13,704

     

11,549

   

Accident and health

   

49

     

56

   

Other policyholders' funds and policy and contract liabilities

   

1,346

     

1,380

   

Interest maintenance reserve (IMR)

   

15,051

     

13,200

   

Transfers from separate accounts due or accrued, net

   

(8,110

)

   

(7,841

)

 

Taxes, licenses and fees due or accrued

   

279

     

738

   

Current federal income tax

   

187

     

0

   

Remittances and items not allocated

   

1,929

     

577

   

Asset valuation reserve (AVR)

   

12,542

     

13,077

   

Payable to parent, subsidiaries, and affiliates

   

2,070

     

2,739

   

Funds held under coinsurance

   

776

     

1,038

   

Other liabilities

   

2,312

     

2,581

   

Liabilities held in Separate Accounts

   

233,299

     

229,943

   

Total liabilities

   

1,910,303

     

1,969,062

   

Capital and surplus:

 

Common stock, $10.00 par value; 500,000 shares authorized; 250,000 shares issued and outstanding

   

2,500

     

2,500

   

Preferred stocks, $1 par value, shares authorized, issued and outstanding: 2,000

   

2

     

2

   

Gross paid-in and contributed surplus

   

190,569

     

235,069

   

Unassigned funds

   

(9,630

)

   

(43,947

)

 

Total capital and surplus

   

183,441

     

193,624

   

Total liabilities and capital and surplus

 

$

2,093,744

   

$

2,162,686

   

See notes to the financial statements (statutory basis).
F-68



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

STATEMENTS OF OPERATIONS

(Statutory Basis)

    Year Ended
December 31
 
   

2014

 

2013

 
   

($ in thousands)

 

Income:

 

Premiums and annuity considerations

 

$

48,952

   

$

156,577

   

Considerations for supplementary contracts with life contingencies

   

235

     

707

   

Net investment income

   

92,655

     

95,208

   

Commissions and expense allowances on reinsurance ceded

   

3,466

     

3,638

   

Amortization of interest maintenance reserve

   

2,068

     

1,497

   

Net gain (loss) from operations from Separate Accounts

   

817

     

(564

)

 

Reserve adjustments on reinsurance ceded

   

(17,804

)

   

(25,964

)

 

Other income

   

6,286

     

5,338

   

Total income

   

136,675

     

236,437

   

Benefits and expenses:

 

Death and annuity benefits

   

29,305

     

27,540

   

Accident and health benefits

   

843

     

836

   

Surrender benefits and other fund withdrawals

   

114,447

     

112,541

   

Other policy and contract benefits

   

589

     

1,173

   

Decrease in aggregate reserves

   

(67,845

)

   

(32,154

)

 

Commissions and expense allowances on reinsurance assumed

   

20

     

29

   

Commissions

   

4,470

     

9,438

   

General expenses

   

8,116

     

11,372

   

Insurance taxes, licenses, and fees

   

1,498

     

5,539

   

Transfers (from) to Separate Accounts, net

   

(2,158

)

   

59,820

   

Other expenses

   

120

     

44

   

Total benefits and expenses

   

89,405

     

196,178

   
Net income from operations before dividends to policyholders and federal
income taxes
   

47,270

     

40,259

   

Dividends to policyholders

   

73

     

76

   

Federal income taxes

   

13,765

     

12,133

   

Net income from operations

   

33,432

     

28,050

   
Net realized capital gains (losses) (less $2,327 and $1,976 of capital gains
tax in 2014 and 2013, respectively, and excluding $3,919 and $2,717
transferred to the IMR in 2014 and 2013, respectively)
   

203

     

(379

)

 

Net income

 

$

33,635

   

$

27,671

   

See notes to the financial statements (statutory basis).
F-69



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

STATEMENT OF CHANGES IN CAPITAL AND SURPLUS

(Statutory Basis)

   

($ in thousands)

 

Capital and surplus, December 31, 2012

 

$

206,349

   

Net income for 2013

   

27,671

   

Change in nonadmitted assets and related items

   

700

   

Change in unauthorized reinsurance

   

(4

)

 

Change in asset valuation reserve

   

(349

)

 

Change in net deferred income tax

   

(530

)

 

Change in net unrealized capital gains

   

36

   

Distribution to parent

   

(39,800

)

 

Change in surplus as a result of reinsurance

   

(449

)

 

Capital and surplus, December 31, 2013

   

193,624

   

Net income for 2014

   

33,635

   

Change in nonadmitted assets and related items

   

2,049

   

Change in unauthorized reinsurance

   

3

   

Change in asset valuation reserve

   

535

   

Change in net deferred income tax

   

(1,616

)

 

Change in net unrealized capital gains

   

3

   

Distribution to parent

   

(44,500

)

 

Change in surplus as a result of reinsurance

   

(292

)

 

Capital and surplus, December 31, 2014

 

$

183,441

   

See notes to the financial statements (statutory basis).
F-70



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

STATEMENTS OF CASH FLOWS

(Statutory Basis)

    Year Ended
December 31
 
   

2014

 

2013

 
   

($ in thousands)

 

Cash from operations

 

Premiums and annuity considerations

 

$

49,085

   

$

157,352

   

Commission and expense allowances ceded

   

3,466

     

3,638

   

Net investment income

   

92,577

     

95,035

   

Miscellaneous income

   

6,811

     

4,325

   

Benefit and loss related payments

   

(161,369

)

   

(171,126

)

 

Commissions and expenses paid

   

(15,182

)

   

(26,052

)

 

Net transfers to Separate Accounts

   

1,889

     

(62,026

)

 

Dividends paid to policyholders

   

(76

)

   

(80

)

 

Federal and foreign income taxes paid

   

(15,427

)

   

(17,639

)

 

Net cash from operations

   

(38,226

)

   

(16,573

)

 

Cash from investments

 

Proceeds from investments sold, matured or repaid:

 

Bonds

   

152,182

     

229,988

   

Stocks

   

860

     

946

   

Mortgage loans

   

5,288

     

2,915

   

Miscellaneous proceeds

   

84

     

7

   

Total investment proceeds

   

158,414

     

233,856

   

Cost of investments acquired:

 

Bonds

   

(49,629

)

   

(168,142

)

 

Stocks

   

(7,810

)

   

(7,095

)

 

Mortgage loans

   

(23,197

)

   

(14,688

)

 

Total investments acquired

   

(80,636

)

   

(189,925

)

 

Net decrease in contract loans and premium notes

   

2,674

     

2,971

   

Net cash from investments

   

80,452

     

46,902

   

Cash from financing and miscellaneous sources

 

Cash provided (applied):

 

Funds held under coinsurance

   

(263

)

   

(14

)

 

Distribution to parent

   

(44,500

)

   

(39,800

)

 

Net deposits from deposit-type contracts

   

2,690

     

184

   

Other cash provided (applied), net

   

1,052

     

(2,387

)

 

Net cash from financing and miscellaneous sources

   

(41,021

)

   

(42,017

)

 

Net change in cash and short term investments

   

1,205

     

(11,688

)

 

Cash, cash equivalents, and short term investments, beginning of year

   

11,256

     

22,944

   

Cash, cash equivalents, and short term investments, end of year

 

$

12,461

   

$

11,256

   

See notes to the financial statements (statutory basis).
F-71




PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

1.  GENERAL

Basis Of Presentation

The statutory basis financial statements of Protective Life and Annuity Insurance Company (the "Company") have been prepared in conformity with accounting practices prescribed or permitted by the Alabama Department of Insurance (the "Department"). The Company is a stock, legal reserve, life, and accident and health insurer.

All outstanding shares of the Company's common stock are owned by Protective Life Insurance Company ("PLICO"), a life insurance company domiciled in the State of Tennessee. All outstanding shares of the Company's preferred stock are owned by Protective Life Corporation ("PLC"), an insurance holding company domiciled in the State of Delaware. On February 1, 2015, PLC was acquired by The Dai-ichi Life Insurance Company, Limited, a kabushiki kaisha organized under the laws of Japan ("Dai-ichi Life"). Please see Note 18, Subsequent Events, for further details regarding the acquisition of PLC by Dai-ichi Life. PLICO is a wholly owned subsidiary of PLC. Other affiliated insurers include Golden Gate Captive Insurance Company, Golden Gate II Captive Insurance Company, Golden Gate III Vermont Captive Insurance Company, Golden Gate IV Vermont Captive Insurance Company, Golden Gate V Vermont Captive Insurance Company, Shades Creek Captive Insurance Company, Lyndon Property Insurance Company, MONY Life Insurance Company, and West Coast Life Insurance Company ("WCL").

The Department recognizes only statutory practices prescribed or permitted by the State of Alabama for determining and reporting the financial condition and results of operations of an insurance company, and for determining its solvency under Alabama Insurance Law. The National Association of Insurance Commissioners' ("NAIC") Accounting Practices and Procedures manual, effective January 1, 2001, ("NAIC SAP") has been adopted as a component of prescribed or permitted practices by the State of Alabama. The State of Alabama has adopted certain prescribed accounting practices that differ from those found in NAIC SAP, none of which had a material impact on the Company's Statements of Admitted Assets, Liabilities, and Capital and Surplus, and Statements of Operations as of and for the years ended December 31, 2014 and 2013.

The Company has no material permitted practices as of or for the years ended December 31, 2014 or 2013.

The preparation of financial statements in conformity with NAIC SAP requires management to make various estimates that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities, as well as the reported amounts of revenues and expenses. Actual results could differ from those estimates.

Nature of Operations

The Company is an entity through which PLC markets, distributes and services life insurance and annuity products primarily in the State of New York. New York direct premiums were 92.8% of the Company's total direct premiums and New York direct annuity premiums accounted for 61.9% of the Company's total direct premiums in 2014.


F-72



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

1.  GENERAL — (Continued)

Summary of Significant Accounting Policies

The Company uses the following significant accounting policies:

Cash and Investments

Investments are stated or determined by methodologies prescribed by the NAIC. Bonds not backed by other loans are stated at amortized cost using the interest method, except for bonds with a NAIC designation of 6 which are carried at the lower of amortized cost or market ("fair value").

Loan-backed bonds and structured securities stated at amortized cost utilize anticipated prepayments to determine the effective yield at purchase. The majority of prepayment assumptions for loan-backed bonds and structured securities are obtained from Bloomberg; other sources are broker-dealer surveys, trustee information, and internal estimates. These assumptions are consistent with current interest rates and the economic environment. Changes in the timing of estimated future cash flows from the original purchase assumptions are accounted for using the retrospective method.

Bond and preferred stock market values are obtained from a nationally recognized pricing service. The Company uses quotes obtained from brokers and internally developed pricing models to price those bonds that are not priced by this service.

Preferred stocks are stated at amortized cost or market values, depending on the assigned credit ratings. For preferred stocks carried at market, the difference between cost and market value is reflected in unassigned surplus.

Mortgage loans on real estate are stated at the aggregate unpaid principal balance. Book value adjustments are made for other-than-temporary declines.

Contract loans are carried at the unpaid principal balance. The excess of unpaid contract loan balances over the cash surrender value, if any, is nonadmitted and reflected as an adjustment to surplus. Interest is capitalized on the anniversary date.

Cash includes all demand deposits reduced by the amount of outstanding checks and drafts. The Company has deposits with certain financial institutions which exceed federally insured limits. The Company reviews the credit worthiness of these financial institutions and believes there is minimal risk of material loss.

Short-term investments are stated at amortized cost, which approximates fair value. The short-term investment category includes those investments whose maturities at the time of acquisition were one year or less.

Receivables and payables for securities represent balances outstanding with brokers related to purchase and sale transactions. These balances are cleared as amounts are received or paid.

Investment income is recorded when earned.

Realized gains and losses on the sale or maturity of investments are determined on the basis of specific identification and are included in the Statements of Operations, net of the amount transferred to the IMR and net of applicable federal income taxes. The Company analyzes various factors to


F-73



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

1.  GENERAL — (Continued)

determine if any specific other-than-temporary asset impairments exist. Once a determination has been made that a specific other-than-temporary impairment exists, a realized loss is incurred and the cost basis of the impaired asset, other than loan-backed and structured securities, is adjusted to its fair value. Impaired loan-backed and structured securities are adjusted to the sum of their discounted future expected cash flows.

Premium Revenue and Related Commissions

Premiums and annuity considerations are recognized over the premium paying periods of policies. Annuity considerations are recognized as revenue when received. Premiums for flexible premiums/universal life policies and single premium credit life are recognized as revenues when collected. Premiums for traditional life insurance products are recognized as revenue when due. Accident and health premiums are earned ratably over the terms of the related insurance contracts.

Considerations for deposit type contracts, which do not have any life contingencies, are recorded directly to the related liability.

Acquisition costs, such as commissions and other costs related to new business, are expensed as incurred.

The amount of dividends to be paid to policyholders is determined annually by the Company's Board of Directors. The aggregate amount of policyholders' dividends is related to actual interest, mortality, morbidity and expense experience for the year and judgment as to the appropriate level of statutory surplus to be retained by the Company.

Aggregate Reserves for Policies and Contracts

Policy reserves for future policy benefits are actuarially computed using methods and assumptions in accordance with certain state statutes and administrative regulations. The mortality table and interest assumptions currently being used on the majority of policies in force are the 1941, 1958, 1980, and 2001 Commissioner's Standard Ordinary tables with 2.25% to 6.0% interest.

The Company waives deduction of deferred fractional premiums upon death of the insureds and returns any portion of the final premium beyond the month of death. The Company has certain surrender values in excess of the legally computed reserves which are included in the liability section of the Statements of Admitted Assets, Liabilities, and Capital and Surplus.

The method used in the valuation of substandard policies is based on the normal tabular reserves plus a portion of the substandard extra premium. For policies with a Mean reserve method, the extra substandard reserve is one half of the annualized extra premium (less a deferred premium). For policies with a Mid-Terminal reserve method, the extra substandard reserve is the unearned modal substandard extra premium.

As of December 31, 2014 and 2013, the Company had $571.7 million and $727.1 million, respectively, of insurance in force for which the gross premiums are less than the net premiums according to the standard valuation set by the State of Alabama. Reserves to cover this insurance totaled $2.9 million and $2.7 million as of December 31, 2014 and 2013, respectively, and are reported in the liability


F-74



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

1.  GENERAL — (Continued)

section of the Statements of Admitted Assets, Liabilities and Capital and Surplus. Tabular interest, tabular less actual reserves released, and tabular cost are determined by formula. Other net change in reserves includes $1.8 million and $1.9 million of excess interest on universal life policies for the years ended December 31, 2014 and 2013, respectively.

For the determination of investment earnings on funds not involving life contingencies, for each valuation rate of interest the tabular interest is calculated as one-hundredth of the product of such valuation rate of interest times the mean of the amounts of funds subject to such valuation rate of interest held at the beginning and the end of the year of valuation. The tabular interest on funds not involving life contingencies is generally the interest actually credited or paid on such funds.

Liabilities for policy reserves on fixed annuity contracts are calculated based on the Commissioner's Annuity Reserve Valuation Method ("CARVM"). The reserve calculation considers the interest credited rates and guarantee periods specific to each policy as well as the appropriate mortality table depending on the contract issue date.

Certain of the Company's variable annuity ("VA") contracts contain guaranteed minimum death benefit ("GMDB") and guaranteed minimum withdrawal benefit ("GMWB") features. The VA GMDB becomes payable upon death. The guaranteed amount varies by the particular contract and option elected, and may be based on amounts deposited or maximum account value on prior anniversaries. All guarantees are reduced for prior partial withdrawal activity. The charge for the GMDB is based on a percentage of account value. The Company does not reinsure the GMDB feature. The VA GMWB is only available on more recent contracts and applies to amounts withdrawn. The charge is a percentage of the guaranteed benefit base, and the annual guaranteed withdrawal amount is equal to 4-7% depending on the contract owner's age. There is not a standalone reserve for GMDB or GMWB as the base reserve incorporates the risk of all of these guarantees.

Reserves for deposit type funds are equal to deposits received and interest credited to contract holders less surrenders and withdrawals that represent a return to the contract holder. Interest rates credited ranged from 0.7% to 6.9% for immediate annuities during 2014.

Liabilities for Single Premium Deferred Annuity contracts are calculated in accordance with Actuarial Guideline 33 ("AG33"). The reserves are calculated using a CARVM approach such that the reserve equals the greatest present value of future benefits floored at the cash surrender value of the contract. Future benefits include death, surrender and annuitization. Mortality and discount rates used in the reserve calculation are specified by regulatory authorities.

Certain of the Company's policy reserves relate to universal life policies with secondary guarantees ("ULSG") which guarantee that insurance coverage will remain in force (subject to the payment of specified premiums). These products do not allow the Company to adjust policyholder premiums after a policy is issued, and most of these products do not have significant account values upon which interest is credited. Policy reserves for these products are actuarially computed using methods and assumptions in accordance with Actuarial Guideline 38 ("AG38"). Total reserves for ULSG policies reserved for under AG38 were $16.0 million and $14.9 million at December 31, 2014 and 2013, respectively.


F-75



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

1.  GENERAL — (Continued)

Liabilities for accident and health policies include unearned premiums and additional reserves. The liability for future policy benefits and claims on life and health insurance products includes estimated unpaid claims that have been reported to the Company and claims incurred but not yet reported. Changes in estimates are reflected in earnings currently.

Liabilities for losses and loss adjustment expenses for accident and health contracts are estimated by the Company's valuation actuary using statistical claim development models to develop best estimates of liabilities for medical expense business and using tabular reserves employing mortality/morbidity tables and discount rates specified by regulatory authorities for disability income business.

The Company anticipates investment income as a factor in the premium deficiency calculation, in accordance with Statement of Statutory Accounting Principles No. 54 — "Individual and Group Accident and Health Contracts."

Asset Valuation Reserve ("AVR") and Interest Maintenance Reserve ("IMR")

The Company established certain reserves as required by NAIC SAP. The AVR is based upon a statutory formula as prescribed by the NAIC to provide a standardized reserve for realized and unrealized losses from default and/or equity risks associated with all invested assets, excluding cash, contract loans, premium notes, collateral loans, and investment receivables. Realized gains and losses related to fixed maturities resulting from changes in credit quality and capital gains and losses related to all other investments, net of applicable federal income taxes, are reflected in the calculation of AVR. Unrealized gains and losses, net of applicable deferred federal income taxes, are also reflected in the calculation. Changes in AVR are charged or credited directly to unassigned surplus.

The IMR captures realized gains and losses, net of applicable federal income taxes, from the sale of fixed maturity investments. The portion of these realized gains and losses resulting from changes in the general level of interest rates is not recognized currently, but is amortized into income over the approximate remaining life of the investment sold.

Federal Income Taxes

The provision for federal income taxes is computed in accordance with those sections of the Internal Revenue Code applicable to life insurance companies. Deferred income taxes are provided based upon the expected future impact of differences between the financial statement and tax basis of assets and liabilities. The admission of gross deferred income tax assets is subject to various limitations as specified by NAIC SAP. Changes in deferred tax assets and liabilities are recognized as a separate component of gains and losses in unassigned surplus.

Reinsurance

In the normal course of business the Company seeks to limit aggregate and single exposure to losses on large risks by purchasing reinsurance from other reinsurers. Amounts recoverable from reinsurers related to paid policy claims are included in Amounts recoverable from reinsurers and insurance liabilities are reported net of reinsurance recoverables in the Statements of Admitted Assets, Liabilities, and Capital and Surplus. Receivables and payables from the same reinsurer, including funds withheld, are generally offset. For reserve credits taken related to reinsurers considered to be


F-76



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

1.  GENERAL — (Continued)

unauthorized by the Department, the Company must obtain letters of credit, funds withheld, or other forms of collateral in amounts at least equal to reserve credits. To the extent such collateral is not obtained, the Company must record a liability for reinsurance in unauthorized companies.

Reinsurance premiums ceded and reinsurance recoveries on policy claims are netted against the respective earned premiums and policy claims in the Statements of Operations. Revenues from commissions and expense allowances on reinsurance ceded are recognized in the period in which the transaction occurs and recorded in Commissions and expense allowances on reinsurance ceded.

The Company is liable with respect to reinsurance ceded in that the liability for such reinsurance would become that of the Company upon the failure of any reinsurer to meet its obligations under a particular reinsurance agreement. In compliance with regulatory requirements of the assuming reinsurer's state of domicile, the assuming reinsurer has deposited securities with its state insurance department for the benefit of the policyholders to cover such liabilities; however, the Company remains primarily liable as the direct insurer on all risk reinsured. The Company reviews the financial condition of its reinsurers and monitors the amount of reinsurance it has with its reinsurers.

Separate Accounts

The Company issues both market value adjusted annuities and variable annuities. Excluding any contract guarantees for either a minimum return or account value upon death or annuitization, variable annuity policyholders bear the investment risk that the Separate Accounts funds may not meet their stated investment objectives. The assets and liabilities related to Separate Accounts are valued at market and reported separately as assets and liabilities related to Separate Accounts. Fees charged on Separate Account contract owner deposits are included in the Statements of Operations. In the event that the asset value of certain contract holder accounts are projected to be below the value guaranteed by the Company, a liability is established through a charge to earnings.

2.  STATUTORY AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES DIFFERENCES

Accounting practices prescribed or permitted by the Department vary in some respects from accounting principles generally accepted in the United States of America ("GAAP"). A summary of significant accounting practices, which differ from GAAP, are as follows:

(1)  the costs related to acquiring business, principally commissions and certain policy issue expenses, are charged to income in the year incurred and thus are not amortized over the period benefited, whereas premiums are taken into earnings over the premium paying period of the related policies;

(2)  deposits to universal life contracts, investment contracts and limited payment contracts are credited to revenue;

(3)  policy reserves for future policy benefits are actuarially computed in accordance with certain state statutes and administrative regulations including both net level and modified reserve bases. These liabilities are computed using statutory actuarial tables which do not allow for modification based on the Company's experience, investment yields, mortality, or withdrawals. Aggregate reserves are shown net of the credit taken for reinsurance;


F-77



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

2.  STATUTORY AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES DIFFERENCES — (Continued)

(4)  assets must be included in the statutory financial statements at "admitted asset value" and "nonadmitted assets" must be excluded through a charge against surplus;

(5)  bonds and short term investments are generally carried at amortized cost and preferred stocks at cost, irrespective of the Company's investment portfolio activity;

(6)  Subsidiaries and affiliates are carried as investments at net statutory book value, their periodic income is recorded as unrealized gain in surplus, and dividends are recorded as investment income;

(7)  certain assets and liabilities are reported net of ceded reinsurance balances;

(8)  realized capital gains and losses are reflected net of transfers to IMR and federal income tax in the Statements of Operations;

(9)  deferred federal income tax is provided based upon the expected future impact of differences between the financial statement and tax basis of assets and liabilities. The admission of gross deferred income taxes is subject to various limitations as specified by NAIC SAP. In addition, changes in deferred tax assets and liabilities are recognized as a separate component of gains and losses in unassigned surplus;

(10)  adjustments reflecting the valuation of investments at the statement date are carried to the surplus account as unrealized investment gains or losses, without providing for federal income tax or income tax reductions;

(11)  sales of assets between affiliated companies are generally recorded at fair value;

(12)  the AVR is reported as a liability rather than as a reduction in investments and is charged directly to surplus;

(13)  the IMR is reported as a liability and the amortization of the IMR is reported in the income section of the Statements of Operations;

(14)  the Statements of Cash Flows are presented in the required statutory format;

(15)  the changes in nonadmitted assets, net deferred income taxes, reserves on account of a change in valuation basis, AVR, liability for unauthorized reinsurance, and net unrealized capital gains and losses are recorded as direct increases and decreases to surplus;

(16)  life insurance premiums deferred and uncollected represent annual or fractional premiums, either due and uncollected or not yet due, where policy reserves have been provided on the assumption that the full premium for the current policy year has been collected;

(17)  for reserve credits taken related to reinsurers considered "unauthorized" by the Department, the Company must obtain letters of credit, funds withheld or other forms of collateral in amounts at least equal to the reserve credits. To the extent such collateral is not obtained, the Company must record a liability for reinsurance in unauthorized companies with a charge to unassigned surplus;


F-78



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

2.  STATUTORY AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES DIFFERENCES — (Continued)

(18)  market value adjusted annuities are included in the Company's general account for GAAP purposes, but are included in Separate Accounts on a statutory basis;

(19)  goodwill of entities acquired is recorded at the parent level for NAIC SAP, rather than at the subsidiary level;

(20)  contracts that contain an embedded derivative are not bifurcated between components and are accounted for as part of the host contract, whereas under GAAP, the embedded derivative would be bifurcated from the host contract and accounted for separately.

The Company's net income and capital and surplus prepared in conformity with statutory accounting practices compared to that reported in conformity with GAAP are as follows:

    Net Income
December 31
  Capital and Surplus
December 31
 
   

2014

 

2013

 

2014

 

2013

 
   

($ in thousands)

 

Statutory-basis amounts

 

$

33,635

   

$

27,671

   

$

183,441

   

$

193,624

   

Investments

   

6,857

     

(12,242

)

   

88,341

     

44,005

   

Derivatives

   

(15,591

)

   

20,249

     

(14,524

)

   

1,067

   

Deferred acquisition cost

   

(5,908

)

   

(9,231

)

   

138,817

     

144,725

   

AVR/IMR

   

1,851

     

1,220

     

27,593

     

26,277

   

Income taxes

   

2,867

     

788

     

(45,958

)

   

(50,442

)

 

Policyholder benefits & reserves

   

4,151

     

(604

)

   

(28,289

)

   

(32,734

)

 

Goodwill

   

0

     

0

     

10,283

     

10,283

   

Non-admitted assets

   

0

     

0

     

6,448

     

8,497

   

Other, net

   

2

     

(2

)

   

(1

)

   

1

   

GAAP-basis amounts

 

$

27,864

   

$

27,849

   

$

366,151

   

$

345,303

   

3.  ACCOUNTING CHANGES

Effective January 1, 2014, the Company adopted Statement of Statutory Accounting Principles No. 105, "Working Capital Finance Investments" ("SSAP No. 105"), which establishes statutory accounting principles for working capital finance investments. The adoption of this accounting principle did not have a material effect on the Company's financial statements.

Effective January 1, 2014, the Company adopted SSAP No. 106, "Affordable Care Act Assessments" ("SSAP No. 106"), which moves fee guidance from SSAP No. 35R, "Guaranty Fund and Other Assessments" ("SSAP No. 35R") to the new SSAP. The adoption of this accounting principle did not have a material effect on the Company's financial statements.

Effective December 15, 2014, the Company adopted SSAP No. 107, "Accounting for the Risk Sharing Provisions of the Affordable Care Act" ("SSAP No. 107"), which includes accounting treatment for three programs from the Affordable Care Act known as risk adjustment, reinsurance and risk corridors, that take effect in 2014. The adoption of this accounting principle did not have a material effect on the Company's financial statements.


F-79



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

3.  ACCOUNTING CHANGES — (Continued)

Effective January 1, 2013, the Company adopted SSAP No. 103, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" ("SSAP No. 103"). The guidance in SSAP No. 103 establishes conditions for sale-treatment of transferred financial assets, and removes the concept of a qualifying special-purpose entity. The adoption of this accounting principle did not have a material effect on the Company's financial statements.

Effective January 1, 2013, the Company adopted SSAP No. 92, "Accounting for Postretirement Benefits Other Than Pensions, A Replacement of SSAP No. 14," SSAP No. 102, "Accounting for Pensions, A Replacement of SSAP No. 89" ("SSAP No. 102"), and SSAP No. 104, "Share-Based Payments" ("SSAP No. 104"). The adoption of these accounting principles did not have a material effect on the Company's financial statements.

4.  INVESTMENTS

Net Investment Income

Net investment income for the years ended December 31 consists of the following:

   

December 31

 
   

2014

 

2013

 
   

($ in thousands)

 

Bonds

 

$

89,079

   

$

92,935

   

Stocks

   

1,631

     

957

   
Mortgage loans    

4,854

     

4,291

   

Cash, cash equivalents, and short term investments

   

(9

)

   

(106

)

 

Contract loans

   

2,674

     

2,856

   

Miscellaneous investment income

   

61

     

84

   

Total investment income

   

98,290

     

101,017

   

Investment expenses

   

(5,635

)

   

(5,809

)

 

Net investment income

 

$

92,655

   

$

95,208

   

Due and accrued income is excluded from investment income on the following basis:

Mortgage loans —  Income is excluded on loans delinquent more than 90 days. For loans less than 90 days delinquent, interest is accrued unless it is determined that the accrued interest is not collectible.

Bonds — When the Company determines collection of interest to be uncertain or interest is 90 days past due, the accrual of interest receivable is discontinued.

There was no due and accrued investment income excluded at December 31, 2014 or 2013.


F-80



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

4.  INVESTMENTS — (Continued)

Realized Gains and Losses

Realized investment gains (losses) for the years ended December 31 are summarized as follows:

   

December 31

 
   

2014

 

2013

 
   

($ in thousands)

 

Bonds

 

$

6,089

   

$

4,158

   
Common stock-unaffilitated    

403

     

156

   

Preferred stock

   

(12

)

   

0

   

Cash, cash equivalents and short-term investments

   

1

     

0

   

Other-than-temporary impairments

   

(32

)

   

0

   

Less:

 

Interest maintenance reserve

   

3,919

     

2,717

   

Federal income taxes

   

2,327

     

1,976

   

Net realized investment gains (losses)

 

$

203

   

$

(379

)

 

Proceeds from the sales of investments in bonds during 2014 and 2013 were approximately $94.6 million and $80.2 million, respectively. The Company realized gross gains of $7.0 million and $5.1 million on those sales for the years ended December 31, 2014 and 2013, respectively. Gross losses of $0.6 million and $0.8 million were realized on those sales for the years ended December 31, 2014 and 2013, respectively.

Unrealized Gains and Losses

The change in net unrealized investment gains included in surplus for the years ended December 31 is as follows:

   

December 31

 
   

2014

 

2013

 
   

($ in thousands)

 

Bonds

 

$

5

   

$

55

   

Less:

 

Federal income taxes

   

2

     

19

   

Change in net unrealized capital gains

 

$

3

   

$

36

   


F-81



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

4.  INVESTMENTS — (Continued)

Bonds and Preferred Stock

The statement value and estimated market value of the Company's bond and preferred stock investments at December 31 are as follows:

    Statement
Value
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Estimated
Market Value
 

2014

 

($ in thousands)

 

Bonds:

 

US Government

 

$

37,737

   

$

2,229

   

$

(35

)

 

$

39,931

   

US states, territories and possessions

   

9,153

     

698

     

0

     

9,851

   

Political subdivisions

   

2,346

     

53

     

(31

)

   

2,368

   

Special revenue and assessment

   

87,085

     

12,552

     

(573

)

   

99,064

   

Industrial and miscellaneous

   

1,232,534

     

168,202

     

(9,789

)

   

1,390,947

   

Hybrids

   

30,964

     

4,219

     

(101

)

   

35,082

   
Total bonds, excluding loan-backed and
structured securities
   

1,399,819

     

187,953

     

(10,529

)

   

1,577,243

   

Loan-backed and structured securities:

 

Residential mortgage backed securities

   

86,444

     

3,752

     

(539

)

   

89,657

   

Other loan-backed and structured

   

20,638

     

1,149

     

(8

)

   

21,779

   

Commercial mortgage backed securities

   

150,060

     

5,551

     

(561

)

   

155,050

   

Total loan-backed and structured securities

   

257,142

     

10,452

     

(1,108

)

   

266,486

   

Total bonds

   

1,656,961

     

198,405

     

(11,637

)

   

1,843,729

   

Preferred stock

   

29,060

     

2,602

     

(1,135

)

   

30,527

   

Total bonds and preferred stocks

 

$

1,686,021

   

$

201,007

   

$

(12,772

)

 

$

1,874,256

   

2013

 

Bonds:

 

US Government

 

$

42,287

   

$

2,752

   

$

(129

)

 

$

44,910

   

Other governments

   

1,385

     

0

     

(64

)

   

1,321

   

US states, territories and possessions

   

9,160

     

346

     

(147

)

   

9,359

   

Political subdivisions

   

4,550

     

31

     

(319

)

   

4,262

   

Special revenue and assessment

   

85,004

     

5,779

     

(4,442

)

   

86,341

   

Industrial and miscellaneous

   

1,293,923

     

117,272

     

(20,686

)

   

1,390,509

   

Hybrids

   

32,376

     

3,835

     

(230

)

   

35,981

   
Total bonds, excluding loan-backed
and structured securities
   

1,468,685

     

130,015

     

(26,017

)

   

1,572,683

   

Loan-backed and structured securities:

 

Residential mortgage backed securities

   

100,254

     

3,068

     

(2,599

)

   

100,723

   

Other loan-backed and structured

   

159,469

     

2,713

     

(4,480

)

   

157,702

   

Commercial mortgage backed securities

   

24,312

     

351

     

(298

)

   

24,365

   

Total loan-backed and structured securities

   

284,035

     

6,132

     

(7,377

)

   

282,790

   

Total bonds

   

1,752,720

     

136,147

     

(33,394

)

   

1,855,473

   

Preferred stock

   

21,718

     

571

     

(2,365

)

   

19,924

   

Total bonds and preferred stocks

 

$

1,774,438

   

$

136,718

   

$

(35,759

)

 

$

1,875,397

   


F-82



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

4.  INVESTMENTS — (Continued)

The statement value and estimated market value of bonds at December 31, 2014, by expected maturity is shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay certain of these obligations.

    Statement
Value
  Estimated
Market Value
 
   

($ in thousands)

 

Bonds, excluding loan-backed and structured securities:

 

Due in 1 year or less

 

$

36,711

   

$

37,162

   

Due after 1 year through 5 years

   

510,732

     

559,107

   

Due after 5 years through 10 years

   

272,082

     

283,106

   

Due after 10 years

   

580,294

     

697,868

   
Total bonds, excluding loan-backed and structured
securities
   

1,399,819

     

1,577,243

   

Total loan-backed and structured securities

   

257,142

     

266,486

   

Total bonds

 

$

1,656,961

   

$

1,843,729

   

The Company's investment gross unrealized losses and estimated market value, aggregated by investment category and length of time that individual securities have been in a continuous loss position, at December 31 are as follows:

   

Less Than 12 Months

 

12 Months or More

 

Total

 
    Estimated
Market
Value
  Gross
Unrealized
Loss
  Estimated
Market
Value
  Gross
Unrealized
Loss
  Estimated
Market
Value
  Gross
Unrealized
Loss
 

2014

 

($ in thousands)

 

Bonds:

 

U. S. Governments

 

$

0

   

$

0

   

$

5,626

   

$

(35

)

 

$

5,626

   

$

(35

)

 

Political subdivisions

   

0

     

0

     

1,225

     

(31

)

   

1,225

     

(31

)

 

Special revenue and assessment

   

0

     

0

     

24,458

     

(573

)

   

24,458

     

(573

)

 

Industrial and miscellaneous

   

48,833

     

(3,193

)

   

106,210

     

(6,596

)

   

155,043

     

(9,789

)

 

Hybrids

   

2,207

     

(101

)

   

0

     

0

     

2,207

     

(101

)

 
Total bonds, excluding loan-backed
and structured securities
   

51,040

     

(3,294

)

   

137,519

     

(7,235

)

   

188,559

     

(10,529

)

 
Loan-backed and structured
securities:
 
Residential mortgage backed
securities
   

7,898

     

(157

)

   

14,588

     

(382

)

   

22,486

     

(539

)

 
Commerical mortgage backed
securities
   

5,314

     

(37

)

   

37,891

     

(524

)

   

43,205

     

(561

)

 

Asset-backed securities

   

0

     

0

     

3,625

     

(8

)

   

3,625

     

(8

)

 
Total loan-backed and structured
securities
   

13,212

     

(194

)

   

56,104

     

(914

)

   

69,316

     

(1,108

)

 

Total bonds

   

64,252

     

(3,488

)

   

193,623

     

(8,149

)

   

257,875

     

(11,637

)

 

Preferred stock

   

0

     

0

     

6,865

     

(1,135

)

   

6,865

     

(1,135

)

 

Total bonds and preferred stock

 

$

64,252

   

$

(3,488

)

 

$

200,488

   

$

(9,284

)

 

$

264,740

   

$

(12,772

)

 


F-83



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

4.  INVESTMENTS — (Continued)

   

Less Than 12 Months

 

12 Months or More

 

Total

 
    Estimated
Market
Value
  Gross
Unrealized
Loss
  Estimated
Market
Value
  Gross
Unrealized
Loss
  Estimated
Market
Value
  Gross
Unrealized
Loss
 

2013

 

($ in thousands)

 

Bonds:

 

U. S. Governments

 

$

5,531

   

$

(129

)

 

$

0

   

$

0

   

$

5,531

   

$

(129

)

 

Other Governments

   

1,321

     

(64

)

   

0

     

0

     

1,321

     

(64

)

 
US states, territories and
possessions
   

2,057

     

(147

)

   

0

     

0

     

2,057

     

(147

)

 

Political subdivisions

   

3,141

     

(319

)

   

0

     

0

     

3,141

     

(319

)

 

Special revenue and assessment

   

26,045

     

(4,442

)

   

0

     

0

     

26,045

     

(4,442

)

 

Industrial and miscellaneous

   

242,730

     

(15,263

)

   

33,970

     

(5,423

)

   

276,700

     

(20,686

)

 

Hybrids

   

5,264

     

(222

)

   

202

     

(8

)

   

5,466

     

(230

)

 
Total bonds, excluding
loan-backed and structured
securities
   

286,089

     

(20,586

)

   

34,172

     

(5,431

)

   

320,261

     

(26,017

)

 
Loan-backed and structured
securities:
 
Residential mortgage backed
securities
   

31,970

     

(2,299

)

   

4,491

     

(300

)

   

36,461

     

(2,599

)

 
Commerical mortgage backed
securities
   

79,465

     

(3,875

)

   

6,780

     

(605

)

   

86,245

     

(4,480

)

 

Asset-backed securities

   

5,538

     

(298

)

   

0

     

0

     

5,538

     

(298

)

 
Total loan-backed and structured
securities
   

116,973

     

(6,472

)

   

11,271

     

(905

)

   

128,244

     

(7,377

)

 

Total bonds

   

403,062

     

(27,058

)

   

45,443

     

(6,336

)

   

448,505

     

(33,394

)

 

Preferred stock

   

13,902

     

(1,368

)

   

2,003

     

(997

)

   

15,905

     

(2,365

)

 

Total bonds and preferred stock

 

$

416,964

   

$

(28,426

)

 

$

47,446

   

$

(7,333

)

 

$

464,410

   

$

(35,759

)

 

For securities other than loan-backed securities, the Company generally considers a number of factors in determining whether an impairment is other-than-temporary (please see the "Loan-backed and Structured Securities" section for information on loaned-back security other than temporary impairments ("OTTIs")). These include, but are not limited to: 1) actions taken by rating agencies, 2) default by the issuer, 3) the significance of the decline, 4) an assessment of our intent to sell the security (including a more likely than not assessment of whether the Company will be required to sell the security) before recovering the security's amortized cost, 5) the duration of the decline, 6) an economic analysis of the issuer's industry, and 7) the financial strength, liquidity, and recoverability of the issuer. Management performs a security by security review each quarter in evaluating the need for any OTTIs. Although no set formula is used in this process, the investment performance, collateral position, and continued viability of the issuer are significant measures considered. The Company believes that it will collect all amounts contractually due and has the intent and the ability to hold these securities until recovery. The Company recognized no OTTIs on non-loan-backed securities during 2014 and 2013.

F-84



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

4.  INVESTMENTS — (Continued)

The Company had securities with a market value of $200.5 million in an unrealized loss position for greater than 12 months at December 31, 2014, composed of primarily banking, non-agency commercial mortgage-backed, U.S. Government sponsored, non-cable media, and agency commercial and residential mortgage-backed securities. The Company had securities with a market value of $47.4 million in an unrealized loss position for greater than 12 months at December 31, 2013, composed of primarily non-agency commercial mortgage-backed, pipeline, technology, automotive, and pharmaceutical securities. The aggregate decline in market value of these securities was deemed temporary due to positive factors supporting the recoverability of the respective investments. Positive factors considered included credit ratings, the financial health of the investee, the continued access of the investee to capital markets, and other pertinent information.

The Company had no bonds that exceeded 10% of capital and surplus at December 31, 2014. The Company had one U.S. Treasury Note that exceeded 10% of capital and surplus at December 31, 2013.

As of December 31, 2014 and 2013, bonds and cash having a market value of $6.6 million and $6.4 million were on deposit with various governmental authorities as required by law.

The Company owns investments in foreign securities. Certain European countries have experienced varying degrees of financial stress. Risks from the debt crisis in Europe could continue to disrupt the financial markets which could have a detrimental impact on global economic conditions and on sovereign and non-sovereign obligations. There remains considerable uncertainty as to future developments in the European debt crisis and the impact on financial markets.

Loan-backed and Structured Securities

The Company employed the retrospective method during the period, basing its assumptions regarding expected maturity dates on market interest rates and overall economic conditions. The information that was used for these assumptions was provided by a nationally-recognized, real-time database.

For the twelve months ending December 31, 2014 and 2013, no OTTIs were recorded due to an intent to sell these securities. Also, no such impairments were recorded due to an inability or lack of intent to retain the securities for a period of time sufficient to recover their amortized cost.

During the current year, the Company recognized the following OTTIs for loan-backed securities held at December 31, 2014:

CUSIP   Book/Adjusted
Carrying Value
Amortized Cost
Before Current
Period OTTI
  Present Value
of Projected
Cash Flows
  Recognized
Other-Than-
Temporary
Impairment
  Amortized
Cost After
Other-Than-
Temporary
Impairment
  Fair Value
at time
of OTTI
  Date of
Financial
Statement
Where
Reported
 
   

($ in thousands)

 
  05950

NBE7

 

$

1,019

   

$

987

   

$

32

   

$

987

   

$

987

   

3/31/14

 

During 2013, the Company recognized no OTTIs for loan-backed securities held at December 31, 2013.


F-85



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

4.  INVESTMENTS — (Continued)

All impaired securities (fair value is less than cost or amortized cost) for which an OTTI has not been recognized in earnings as a realized loss (including securities with a recognized OTTI for non-interest related declines when a non-recognized interest related impairment remains) are as follows:

   

($ in thousands)

 
a.  The aggregate amount of unrealized losses:          

1. Less than 12 Months

 

$

46

   

2. Twelve Months or Longer

 

$

877

   
b.  The aggregate related fair value of securities with unrealized losses:          

1. Less than 12 Months

 

$

6,698

   

2. Twelve Months or Longer

 

$

54,587

   

In determining whether a loan-backed security had experienced an OTTI, the Company considered the delinquency (and foreclosure status, if applicable) of the underlying loans or mortgages, the expected recovery value of the underlying collateral (if any) in relation to the current amount of the investment, and the degree to which such losses, based upon the foregoing factors, will first be absorbed by tranches that are subordinate to the Company's securities.

The Company's exposure to subprime mortgage related risk is limited to investments in residential mortgage-backed securities. The Company classifies a security as subprime when the weighted average FICO score is less than 700 or if the security/underlying loans falls under Bloomberg's criteria for B or C rated loans. The Company does have some exposure to Alt-A bonds which were made to borrowers with less than conventional documentation of their income and/or net assets. These securities are detailed below. The Company has exposure to unrealized losses on these holdings from changes in market values due to spread widening and interest rate fluctuations in a difficult and illiquid market environment. In addition, the Company has exposure to realized losses if it is determined that the security is other-than-temporarily impaired. These risks are mitigated somewhat by the Company's ability and intent to hold these securities to recovery, which may be at maturity. These securities are reviewed monthly to ensure they are performing as expected and to ensure sufficient credit support. The Company has no direct exposure through investments in subprime mortgage loans.

The following information relates to the Company's other investments with subprime exposure:

   

Actual Cost

  Book/Adjusted
Carrying Value
(excluding
interest)
 

Fair Value

  Other Than
Temporary
Impairment
Losses
Recognized
 

2014

 

($ in thousands)

 

a. Residential mortgage-backed securites

 

$

6,061

   

$

6,073

   

$

6,313

   

$

1,230

   

b. Commercial mortgage-backed securities

   

0

     

0

     

0

     

0

   

c. Collateralized debt obligations

   

0

     

0

     

0

     

0

   

d. Structured securities

   

0

     

0

     

0

     

0

   

e. Equity investment in SCAs

   

0

     

0

     

0

     

0

   

f. Other assets

   

0

     

0

     

0

     

0

   

g. Total

 

$

6,061

   

$

6,073

   

$

6,313

   

$

1,230

   


F-86



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

4.  INVESTMENTS — (Continued)

   

Actual Cost

  Book/Adjusted
Carrying Value
(excluding
interest)
 

Fair Value

  Other Than
Temporary
Impairment
Losses
Recognized
 

2013

 

($ in thousands)

 

a. Residential mortgage-backed securites

 

$

6,857

   

$

6,859

   

$

7,024

   

$

910

   

b. Commercial mortgage-backed securities

   

0

     

0

     

0

     

0

   

c. Collateralized debt obligations

   

0

     

0

     

0

     

0

   

d. Structured securities

   

0

     

0

     

0

     

0

   

e. Equity investment in SCAs

   

0

     

0

     

0

     

0

   

f. Other assets

   

0

     

0

     

0

     

0

   

g. Total

 

$

6,857

   

$

6,859

   

$

7,024

   

$

910

   

Structured Notes

The Company held the following structured note as of December 31, 2014:

CUSIP
Identification
 

Actual Cost

 

Fair Value

  Book/Adjusted
Carrying Value
  Mortgage-
Referenced
Security
(YES/NO)
 
   

($ in thousands)

 
  89233

P6U5

 

$

3,000

   

$

3,003

   

$

3,000

   

NO

 

Mortgage Loans

As of December 31, 2014, the Company's mortgage loan portfolio had the following concentrations by type of property:

   

% of Portfolio

 

Retail

   

44.3

%

 

Apartments

   

18.8

   

Industrial

   

14.8

   

Mixed use

   

1.5

   

Office buildings

   

15.9

   

Other commercial

   

4.7

   

Total

   

100.0

%

 


F-87



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

4.  INVESTMENTS — (Continued)

As of December 31, 2014, the Company's mortgage loan portfolio had the following concentrations by location:

   

% of Portfolio

 

Tennessee

   

12.8

%

 

Michigan

   

10.4

   

Alabama

   

9.9

   

North Carolina

   

9.3

   

Florida

   

8.9

   

Illinois

   

8.7

   

Ohio

   

8.1

   

Mississippi

   

6.7

   

Texas

   

4.8

   

Utah

   

4.3

   

Nevada

   

3.2

   

Kentucky

   

3.2

   

Minnesota

   

2.4

   

Delaware

   

2.0

   

Colorado

   

1.9

   

California

   

1.4

   

Indiana

   

1.3

   

Idaho

   

0.7

   

Total

   

100.0

%

 

The minimum and maximum lending rates for new commercial mortgage loans during 2014 were 4.375% and 6.000%.

The Company did not exclude any interest or reduce interest rates on any outstanding loans during either 2014 or 2013.

The target percentage of any one loan to the value of collateral at the time of the loan, exclusive of insured or guaranteed or purchase money mortgages, is generally 75%. The Company uses this loan-to-value ratio as a credit quality indicator, which is a component of the Company's ongoing monitoring of the credit risk of its mortgage loan portfolio. The Company also monitors borrower conditions such as payment practices, borrow credit, operating performance, and property conditions, as well as ensuring the timely payment of property taxes and insurance. Through this monitoring process, the Company assesses the risk of each loan. As of December 31, 2014, the Company had no mortgage loans that exceeded a 75% loan to value ratio based on the most recent appraisal. Based on loans the Company held as of December 31, 2014, the maximum percentage of any one loan to the value of security at the time of the loan, exclusive of insured or guaranteed or purchase money mortgages, was 71%.

As of December 31, 2014 and 2013, the Company did not have any mortgages with interest more than 90 days past due.


F-88



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

4.  INVESTMENTS — (Continued)

As of December 31, 2014 and 2013, no taxes and/or assessments had been advanced but not repaid or included in the mortgage loan total.

As of December 31, 2014 and 2013, the Company had no foreclosed properties or impaired loans. The Company reported no valuation allowances on any loans at either December 31, 2014 or 2013.

The following is an aging analysis of the Company's mortgage loans:

   

$ in thousands

 
       

Residential

 

Commercial

         
   

Farm

 

Insured

 

All Other

 

Insured

 

All Other

 

Mezzanine

 

Total

 
a. Current Year  

1. Recorded Investment (All)

                                                         

(a) Current

 

$

0

   

$

0

   

$

0

   

$

0

   

$

93,496

   

$

0

   

$

93,496

   

(b) 30-59 Days Past Due

   

0

     

0

     

0

     

0

     

1,628

     

0

     

1,628

   

(c) 60-89 Days Past Due

   

0

     

0

     

0

     

0

     

0

     

0

     

0

   

(d) 90-179 Days Past Due

   

0

     

0

     

0

     

0

     

0

     

0

     

0

   

(e) 180+ Days Past Due

   

0

     

0

     

0

     

0

     

0

     

0

     

0

   
2. Accruing Interest 90-179 Days              
Past Due
                                                         

(a) Recorded Investment

 

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

(b) Interest Accrued

   

0

     

0

     

0

     

0

     

0

     

0

     

0

   
3. Accruing Interest 180+ Days              
Past Due 
                                                         

(a) Recorded Investment

 

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

(b) Interest Accrued

   

0

     

0

     

0

     

0

     

0

     

0

     

0

   
4.  Interest Reduced                                                          

(a) Recorded Investment

 

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

(b) Number of Loans

   

0

     

0

     

0

     

0

     

0

     

0

     

0

   

(c) Percent Reduced

   

0

%

   

0

%

   

0

%

   

0

%

   

0

%

   

0

%

   

0

%

 
b. Prior Year  

1. Recorded Investment (All)

                                                         

(a) Current

 

$

0

   

$

0

   

$

0

   

$

0

   

$

75,494

   

$

0

   

$

75,494

   

(b) 30-59 Days Past Due

   

0

     

0

     

0

     

0

     

1,714

     

0

     

1,714

   

(c) 60-89 Days Past Due

   

0

     

0

     

0

     

0

     

0

     

0

     

0

   

(d) 90-179 Days Past Due

   

0

     

0

     

0

     

0

     

0

     

0

     

0

   

(e) 180+ Days Past Due

   

0

     

0

     

0

     

0

     

0

     

0

     

0

   
2. Accruing Interest 90-179 Days              
Past Due  
                                                         

(a) Recorded Investment

 

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

(b) Interest Accrued

   

0

     

0

     

0

     

0

     

0

     

0

     

0

   
3. Accruing Interest 180+ Days              
Past Due  
                                                         

(a) Recorded Investment

 

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

(b) Interest Accrued

   

0

     

0

     

0

     

0

     

0

     

0

     

0

   


F-89



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

4.  INVESTMENTS — (Continued)

   

$ in thousands

 
       

Residential

 

Commercial

         
   

Farm

 

Insured

 

All Other

 

Insured

 

All Other

 

Mezzanine

 

Total

 
4.  Interest Reduced                                                          

(a) Recorded Investment

 

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

(b) Number of Loans

   

0

     

0

     

0

     

0

     

0

     

0

     

0

   

(c) Percent Reduced

   

0

%

   

0

%

   

0

%

   

0

%

   

0

%

   

0

%

   

0

%

 

Restricted Assets

The Company's restricted assets as of December 31 are as follows:

2014

 

$ in thousands

 
   

Gross Restricted

     

Percentage

 
   

Current Year

                     
   

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 
Restricted Asset
Category
  Total
General
Account (G/A)
  G/A
Supporting
S/A Activity (a)
  Total
Separate
Account (S/A)
Restricted
Assets
  S/A Assets
Supporting
G/A
Activity (b)
  Total
(1 plus 3)
  Total
From
Prior Year
  Increase/
(Decrease)
(5 minus 6)
  Total
Current
Year
Admitted
Restricted
  Gross
Restricted
to Total
Assets
  Admitted
Restricted
to Total
Admitted
Assets
 
a.  Subject
to contractual
obligation for
which liability
is not
shown
 

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

     

0.0

%

   

0.0

%

 
b.  Collateral held
under security
lending
agreements
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
c.  Subject
to Repurchase
agreements
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
d.  Subject to
reverse
repurchase
agreements
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
e.  Subject to dollar
repurchase
agreements
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
f.  Subject to dollar
reverse
repurchase
agreements
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
g.  Placed under
option
contracts
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 


F-90



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

4.  INVESTMENTS — (Continued)

2014

 

$ in thousands

 
   

Gross Restricted

     

Percentage

 
   

Current Year

                     
   

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 
Restricted Asset
Category
  Total
General
Account (G/A)
  G/A
Supporting
S/A Activity (a)
  Total
Separate
Account (S/A)
Restricted
Assets
  S/A Assets
Supporting
G/A
Activity (b)
  Total
(1 plus 3)
  Total
From
Prior Year
  Increase/
(Decrease)
(5 minus 6)
  Total
Current
Year
Admitted
Restricted
  Gross
Restricted
to Total
Assets
  Admitted
Restricted
to Total
Admitted
Assets
 
h.  Letter stock or
securities
restricted as to
sale-excluding
FHLB capital
stock
 

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

     

0.0

%

   

0.0

%

 
i.  Federal home
loan bank
capital stock
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 

j.

  On deposit with
states
       

6,578

         

6,578

     

6,577

     

1

     

6,578

     

0.3

%

   

0.3

%

 
k.  On deposit with
other
regulatory
bodies
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
l.  Pledged as
collateral to
FHLB (including
assets backing
funding
agreements)
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
m.  Pledged as
collateral not
captured in
other
categories
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
n.  Other
restricted
assets
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
Total Restricted
Assets
 

$

6,578

   

$

0

   

$

0

   

$

0

   

$

6,578

   

$

6,577

   

$

1

   

$

6,578

     

0.3

%

   

0.3

%

 


F-91



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

4.  INVESTMENTS — (Continued)

2013

 

$ in thousands

 
   

Gross Restricted

     

Percentage

 
   

Current Year

                     
   

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 
Restricted Asset
Category
  Total
General
Account (G/A)
  G/A
Supporting
S/A Activity (a)
  Total
Separate
Account (S/A)
Restricted
Assets
  S/A Assets
Supporting
G/A
Activity (b)
  Total
(1 plus 3)
  Total
From
Prior Year
  Increase/
(Decrease)
(5 minus 6)
  Total
Current
Year
Admitted
Restricted
  Gross
Restricted
to Total
Assets
  Admitted
Restricted
to Total
Admitted
Assets
 
a.  Subject
to contractual
obligation for
which liability
is not
shown
 

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

     

0.0

%

   

0.0

%

 
b.  Collateral held
under security
lending
agreements
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
c.  Subject to
Repurchase
agreements
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
d.  Subject to
reverse
repurchase
agreements
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
e.  Subject to dollar
repurchase
agreements
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
f.  Subject to dollar
reverse
repurchase
agreements
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
g.  Placed under
option
contracts
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
h.  Letter stock or
securities
restricted as to
sale-excluding
FHLB capital
stock
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
I.  Federal home
loan bank
capital stock
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
j.  On deposit with
states
   

6,577

     

0

     

0

     

0

     

6,577

     

7,096

     

(519

)

   

6,577

     

0.3

%

   

0.3

%

 
k.  On deposit with
other
regulatory
bodies
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 


F-92



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

4.  INVESTMENTS — (Continued)

2013

 

$ in thousands

 
   

Gross Restricted

     

Percentage

 
   

Current Year

                     
   

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 
Restricted Asset
Category
  Total
General
Account (G/A)
  G/A
Supporting
S/A Activity (a)
  Total
Separate
Account (S/A)
Restricted
Assets
  S/A Assets
Supporting
G/A
Activity (b)
  Total
(1 plus 3)
  Total
From
Prior Year
  Increase/
(Decrease)
(5 minus 6)
  Total
Current
Year
Admitted
Restricted
  Gross
Restricted
to Total
Assets
  Admitted
Restricted
to Total
Admitted
Assets
 
l.  Pledged as
collateral to
FHLB (including
assets backing
funding
agreements)
 

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

$

0

     

0.0

%

   

0.0

%

 
m.  Pledged as
collateral not
captured in other
categories
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
n.  Other restricted
assets
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0.0

%

   

0.0

%

 
Total Restricted
Assets
 

$

6,577

   

$

0

   

$

0

   

$

0

   

$

6,577

   

$

7,096

   

$

(519

)

 

$

6,577

     

0.3

%

   

0.3

%

 

Repurchase Agreements and Wash Sales

For reverse repurchase agreements, the Company initiates short-term (typically less than 30 days) collateralized borrowings whereby cash is received and securities are posted as collateral. The Company reports the cash proceeds as a liability, and the difference between the cash proceeds and the amount at which the securities are reacquired as interest expense. As of December 31, 2014 and 2013, the Company had no balances outstanding under these agreements.

In the normal course of the Company's investment management, securities can be sold and reacquired with 30 days. This practice is known as wash sales. The Company did not record any wash sales for the years ending December 31, 2014 or 2013.

5.  INCOME TAXES

The Company is included in the consolidated federal income tax return of PLC and its subsidiaries. The method of allocation of current income taxes between the affiliates is subject to a written agreement under which the Company incurs a liability to PLICO to the extent that a separate return calculation indicates that the Company has a federal income tax liability. If the Company has an income tax benefit, the benefit is recorded currently to the extent that it can be carried back against prior years' separate company income tax expense. Any amount not carried back is carried forward on a separate company basis (generally without a time limit). Income taxes recoverable (payable) are recorded in the federal income taxes receivable (payable) account and are settled periodically, per the tax sharing agreement.


F-93



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

5.  INCOME TAXES — (Continued)

The components of the net deferred tax asset at December 31 are as follows:

   

$ in thousands

 
   

12/31/2014

 

12/31/2013

 

Change

 
   

(1)

 

(2)

 

(3)

 

(1)

 

(2)

 

(3)

 

(7)

 

(8)

 

(9)

 
   

Ordinary

 

Capital

  (Col 1+2)
Total
 

Ordinary

 

Capital

  (Col 1+2)
Total
 

Ordinary

 

Capital

  (Col 7+8)
Total
 
(a) Gross Deferred
Tax Assets
 

$

14,853

   

$

0

   

$

14,853

   

$

16,371

   

$

0

   

$

16,371

   

$

(1,518

)

 

$

0

   

$

(1,518

)

 
(b) Statutory Valuation
Allowance
Adjustments
   

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

     

0

   
(c) Adjusted Gross
Deferred Tax
Assets (1a-1b)
   

14,853

     

0

     

14,853

     

16,371

     

0

     

16,371

     

(1,518

)

   

0

     

(1,518

)

 
(d) Deferred Tax Assets
Nonadmitted
   

6,268

     

0

     

6,268

     

7,954

     

0

     

7,954

     

(1,686

)

   

0

     

(1,686

)

 
(e) Subtotal Net
Admitted Deferred
Tax Asset) (1c-1d)
   

8,585

     

0

     

8,585

     

8,417

     

0

     

8,417

     

168

     

0

     

168

   
(f) Deferred Tax
Liabilities
   

2,011

     

0

     

2,011

     

1,911

     

0

     

1,911

     

100

     

0

     

100

   
(g)Net Admitted
Deferred Tax Asset/
(Net Deferred Tax
Liability) (1e-1f)
 

$

6,574

   

$

0

   

$

6,574

   

$

6,506

   

$

0

   

$

6,506

   

$

68

   

$

0

   

$

68

   


F-94



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

5.  INCOME TAXES — (Continued)

   

$ in thousands

 
   

12/31/2014

 

12/31/2013

 

Change

 
   

(1)

 

(2)

 

(3)

 

(1)

 

(2)

 

(3)

 

(7)

 

(8)

 

(9)

 
   

Ordinary

 

Capital

  (Col 1+2)
Total
 

Ordinary

 

Capital

  (Col 1+2)
Total
 

Ordinary

 

Capital

  (Col 7+8)
Total
 

Admission Calculation Components — SSAP No. 101

     
(a) Federal Income Taxes
Paid in Prior Years
Recoverable Through
Loss Carryback
 

$

6,051

   

$

0

   

$

6,051

   

$

5,757

   

$

0

   

$

5,757

   

$

294

   

$

0

   

$

294

   
(b) Adjusted Gross
Deferred Tax Assets
Expected To Be
Realized (Excluding
The Amount of
Deferred Tax Assets
from 2(a) above) After
Application Of The
Threshold Limitation
(The Lesser of 2(b)1
and 2(b)2 Below)
   

523

     

0

     

523

     

749

     

0

     

749

     

(226

)

   

0

     

(226

)

 
1 ) Adjusted Gross
Deferred Tax Assets
Expected to be
Realized Following the
Balance Sheet Date
   

523

     

0

     

523

     

749

     

0

     

749

     

(226

)

   

0

     

(226

)

 
2 ) Adjusted Gross
Deferred Tax Assets
Allowed per Limitation
Threshold
   

XXX

     

XXX

     

26,530

     

XXX

     

XXX

     

28,053

     

XXX

     

XXX

     

(1,523

)

 
(c) Adjusted Gross
Deferred Tax Assets
(Excluding The
Amount Of Deferred
Tax Assets From 2(a)
and 2(b) above) Offset
by Gross Deferred
Tax Liabilities
   

2,011

     

0

     

2,011

     

1,911

     

0

     

1,911

     

100

     

0

     

100

   
(d) Deferred Tax Assets
Admitted as the result
of Application of
SSAP No. 101.
Total 2(a) +2(b)+2(c)
 

$

8,585

   

$

0

   

$

8,585

   

$

8,417

   

$

0

   

$

8,417

   

$

168

   

$

0

   

$

168

   


F-95



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

5.  INCOME TAXES — (Continued)

   

$ in thousands

 
   

2014

 

2013

 
(a) Ratio Percentage Used To Determine Recovery Period And Threshold
Limitation Amount
   

1340

%

   

1362

%

 
(b) Amount Of Adjusted Capital And Surplus Used To Determine
Recovery Period And Threshold Limitation In 2(b)2 Above.
 

$

189,447

   

$

200,234

   

 

   

12/31/14

 

12/31/13

 

Change

 
   

(1)

 

(2)

 

(1)

 

(2)

 

(5)

 

(6)

 
   

Ordinary

 

Capital

 

Ordinary

 

Capital

  (Col 1-3)
Ordinary
  (Col 2-4)
Capital
 

Impact of Tax Planning Strategies

 
(a) Determination Of Adjusted Gross Deferred
Tax Assets and Net Admitted Deferred Tax
assets, By Tax Character as a Percentage
 
1. Adjusted Gross DTA Amount From
Note 9A1(c)
 

$

14,853

   

$

0

   

$

16,371

   

$

0

   

$

(1,518

)

 

$

0

   
2. Percentage of Adjusted Gross DTAs
By Tax Character Attributable
To the Impact of Tax Planning Strategies
   

0

%

   

0

%

   

0

%

   

0

%

   

0

%

   

0

%

 
3. Net Admitted Adjusted Gross
DTA Amount From Note 9A1(e)
 

$

8,585

   

$

0

   

$

8,417

   

$

0

   

$

168

   

$

0

   
4. Percentage of Net Admittted
Adjusted Gross DTAs by Tax
Character Admitted Because of
the Impact of Tax Planning Strategies
   

0

%

   

0

%

   

0

%

   

0

%

   

0

%

   

0

%

 
(b) Does the Company's tax-planning strategies
include the use of reinsurance
                   

Yes

             

No

     

X

   

The Company has no deferred tax liabilities (DTL) that are not recognized.


F-96



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

5.  INCOME TAXES — (Continued)

Current income taxes incurred consist of the following major components:

   

$ in thousands

 
   

(1)

 

(2)

 

(3)

 
   

2014

 

2013

  (Col 1-2)
Change
 

(a) Federal

 

$

13,765

   

$

12,134

   

$

1,631

   

(b) Foreign

   

0

     

0

     

0

   

(c) Subtotal

   

13,765

     

12,134

     

1,631

   

(d) Federal income tax on capital gains

   

2,327

     

1,976

     

351

   

(e) Utilization of capital loss carryforwards

   

0

     

0

     

0

   

(f) Other

   

0

     

0

     

0

   

(g) Federal and Foreign income taxes incurred

 

$

16,092

   

$

14,110

   

$

1,982

   

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:

Deferred Tax Assets:

   

$ in thousands

 
   

(1)

 

(2)

 

(3)

 
   

2014

 

2013

  (Col 1-2)
Change
 

(a) Ordinary:

             

(1) Discounting of unpaid losses

 

$

0

   

$

0

   

$

0

   

(2) Unearned premium reserve

   

68

     

83

     

(15

)

 

(3) Policyholder reserves

   

1,552

     

1,242

     

310

   
(4 ) Investments    

0

     

0

     

0

   

(5) Deferred acquisition costs

   

4,792

     

5,280

     

(488

)

 

(6) Policyholder dividends accrual

   

26

     

27

     

(1

)

 
(7 ) Fixed assets    

0

     

0

     

0

   

(8) Compensation and benefits accrual

   

0

     

0

     

0

   
(9 ) Pension accrual    

0

     

0

     

0

   

(10) Receivables — nonadmitted

   

59

     

179

     

(120

)

 

(11) Net operating loss carryforward

   

0

     

0

     

0

   

(12) Tax credit carryforward

   

0

     

0

     

0

   

(13) Other (including items <5% of total ordinary tax assets)

   

0

     

0

     

0

   

(14) Due & Deferred Premium

   

325

     

294

     

31

   

(15) Foreign tax credit carryforward

   

0

     

0

     

0

   
(16 ) Intangibles    

8,031

     

9,266

     

(1,235

)

 
(99 ) Subtotal    

14,853

     

16,371

     

(1,518

)

 


F-97



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

5.  INCOME TAXES — (Continued)

   

$ in thousands

 
   

(1)

 

(2)

 

(3)

 
   

2014

 

2013

  (Col 1-2)
Change
 

(b) Statutory valuation allowance adjustment

 

$

0

   

$

0

   

$

0

   

(c) Nonadmitted

   

6,268

     

7,954

     

(1,686

)

 

(d) Admitted ordinary deferred tax assets (2a99-2b-2c)

   

8,585

     

8,417

     

168

   

(e) Capital:

 
(1 ) Investments    

0

     

0

     

0

   

(2) Net capital loss carryforward

   

0

     

0

     

0

   
(3 ) Real estate    

0

     

0

     

0

   

(4) Other (including items <5% of total capital tax assets)

   

0

     

0

     

0

   

(5) Deferred intercompany gain/loss

   

0

     

0

     

0

   
(99 ) Subtotal    

0

     

0

     

0

   

(f) Statutory valuation allowance adjustment

   

0

     

0

     

0

   

(g) Nonadmitted

   

0

     

0

     

0

   

(h) Admitted capital deferred tax assets (2e99-2f-2g)

   

0

     

0

     

0

   

(i) Admitted deferred tax assets (2d+2h)

 

$

8,585

   

$

8,417

   

$

168

   

Deferred Tax Liabilities:

   

$ in thousands

 
   

(1)

 

(2)

 

(3)

 
   

2014

 

2013

  (Col 1-2)
Change
 

(a) Ordinary:

                         
(1 ) Investments  

$

1,411

   

$

1,059

   

$

352

   
(2 ) Fixed assets    

0

     

0

     

0

   

(3) Deferred and uncollected premium

   

0

     

0

     

0

   

(4) Policyholder reserves

   

155

     

181

     

(26

)

 

(5) Deferred compensation

   

0

     

2

     

(2

)

 

(6) Sec 481 adjustment — due and deferred premium

   

445

     

667

     

(222

)

 

(7) Sec 481 adjustment — deferred compensation

   

0

     

2

     

(2

)

 

(8) Other (including items <5% of total ordinary tax assets)

   

0

     

0

     

0

   
(99 ) Subtotal    

2,011

     

1,911

     

100

   


F-98



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

5.  INCOME TAXES — (Continued)

   

$ in thousands

 
   

(1)

 

(2)

 

(3)

 
   

2014

 

2013

  (Col 1-2)
Change
 

(b) Capital:

 

$

0

   

$

0

   

$

0

   
(1 ) Investments    

0

     

0

     

0

   
(2 ) Real estate    

0

     

0

     

0

   

(3) Other (including items <5% of total capital tax assets)

   

0

     

0

     

0

   
(99 ) Subtotal    

0

     

0

     

0

   

(c) Deferred tax liabilities (3a99+3b99)

 

$

2,011

   

$

1,911

   

$

100

   

Net Deferred Tax Assets/Liabilities (2i-3c)

 

$

6,574

   

$

6,506

   

$

68

   

The change in net deferred income taxes as of December 31 is comprised of the following (this analysis is exclusive of nonadmitted assets as the Change in nonadmitted assets is reported separately from the Change in net deferred income taxes in the surplus section of the Statements of Admitted Assets, Liabilities, and Capital and Surplus):

   

$ in thousands

 
   

(1)

 

(2)

 

(3)

 
   

2014

 

2013

  (Col 1-2)
Change
 

Adjusted gross deferred tax assets

 

$

14,853

   

$

16,371

   

$

(1,518

)

 

Total deferred tax liabilities

   

2,011

     

1,911

     

100

   

Net deferred tax assets (liabilities)

 

$

12,842

   

$

14,460

     

(1,618

)

 

Tax effect of unrealized gains/(losses)

           

(2

)

 

Change in net deferred income tax [(charge)/benefit]

         

$

(1,616

)

 

The provision for federal and foreign income taxes incurred is different from that which would be obtained by applying the statutory Federal income tax rate to income before income taxes. The significant items causing this difference at December 31 are as follows. Among the more significant book to tax adjustments were the following:

   

$ in thousands

 
   

2014

 
    Amount in
Thousands
 

Tax Effect

  Effective
Tax Rate
(%)
 

Provision computed at statutory rate

 

$

47,196

   

$

16,519

     

35

%

 

Tax on STAT Capital Gains

   

6,449

     

2,257

     

4.8

   

Amortization of IMR

   

(2,068

)

   

(724

)

   

(1.5

)

 


F-99



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

5.  INCOME TAXES — (Continued)

   

$ in thousands

 
   

2014

 
    Amount in
Thousands
 

Tax Effect

  Effective
Tax Rate
(%)
 

Change in non-admits

 

$

363

   

$

127

     

0.3

%

 

Nondeductible expense

   

35

     

12

     

0.0

   

Dividends received deduction

   

(664

)

   

(232

)

   

(0.5

)

 

Prior year deferred tax true-up

   

(101

)

   

(35

)

   

(0.1

)

 

Prior year current tax true-up

   

(242

)

   

(85

)

   

(0.2

)

 

Foreign tax credit

   

(83

)

   

(29

)

   

(0.1

)

 

Gain on reinsurance

   

(292

)

   

(102

)

   

(0.2

)

 

Total

 

$

50,593

   

$

17,708

     

37.5

%

 

Federal and foreign income taxes incurred

     

$

13,765

     

29.2

%

 

Tax on capital gains/(losses)

       

2,327

     

4.9

   

Change in net deferred income taxes charge/(benefit)

       

1,616

     

3.4

   

Total statutory income taxes

     

$

17,708

     

37.5

%

 

As of December 31, 2014, and December 31, 2013, the Company had no net operating loss, no capital loss, and no Alternative Minimum Tax (AMT) carryforwards available to offset future net income subject to federal income taxes.

The Company incurred the following amount of income taxes in the current year and preceding years that are available for recoupment in the event of future net losses (in thousands).

   

Ordinary

 

Capital

 

Total

 
   

($ in thousands)

 

2012

 

$

10,910

   

$

1,767

   

$

12,677

   

2013

   

12,212

     

1,976

     

14,188

   

2014

   

13,852

     

2,327

     

16,179

   

Total

 

$

36,974

   

$

6,070

   

$

43,044

   

The Company has no deposits admitted under Section 6603 of the Internal Revenue Code.

The Company has recorded a federal income tax payable of $0.2 million at December 31, 2014. The Company recorded a federal income tax receivable of $0.4 million at December 31, 2013.

The Company had no state transferable tax credits at December 31, 2014 or 2013.


F-100



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

5.  INCOME TAXES — (Continued)

The Company's federal income tax return for 2014 is consolidated with the following entities:

Chesterfield International Reinsurance Limited
Dealer Services Reinsurance, Ltd.
Empower Financial Resources, Inc.
First Protection Company
First Protection Corporation
First Protection Corporation of Florida
First Protective Insurance Group, Inc.
Golden Gate Captive Insurance Company
Golden Gate II Captive Insurance Company
Golden Gate III Vermont Captive Insurance Company
Golden Gate IV Vermont Captive Insurance Company
Golden Gate V Vermont Captive Insurance Company
Investment Distributors, Inc.
Lyndon Financial Corporation
Lyndon Insurance Group, Inc.
Lyndon Property Insurance Company
National Warranty of Florida, Inc.
ProEquities, Inc.
Protective Administrative Services, Inc.
Protective Finance Corporation
Protective Finance Corporation II
Protective Finance Corporation IV
Protective Investment Advisors, Inc.
Protective Life Corporation
Protective Life Insurance Company
Protective Real Estate Holdings, Inc.
Shades Creek Captive Insurance Company
Real Estate Asset Purchase Corporation
The Advantage Warranty Corporation
Warranty Business Services Corporation
West Coast Life Insurance Company
Western Diversified Services, Inc.
Western General Dealer Services, Inc.
Western General Warranty Corporation

The Company does not have any federal income tax loss contingencies for which it is reasonably possible that the total liability will significantly increase within twelve months of the reporting date.

6.  INFORMATION CONCERNING PARENT, SUBSIDIARIES, AND AFFILIATES

The Company received no capital contributions during 2014 or 2013.

In 2014, the Company received permission from the Department and paid an extraordinary cash distribution in the amount of $44.5 million to its parent, PLICO. In 2013, the Company received permission from the Department and paid an extraordinary cash distribution in the amount of $39.8 million to PLICO. Pursuant to Statement of Statutory Accounting Principles No. 97, "Investments in Subsidiary, Controlled and Affiliated Entities, a Replacement of SSAP No. 88" ("SSAP No. 97"), these distributions were treated as a return of capital distributions.

The Company routinely receives from or pays to affiliates under the control of PLC reimbursements for expenses incurred on one another's behalf. Receivables and payables among affiliates are generally settled monthly. As of December 31, 2014 and 2013, the Company had intercompany payables of $2.1 million and $2.7 million, respectively.

PLC has contracts with its affiliates under which it supplies investment, legal and data processing services on a fee basis and other managerial and administrative services on a shared cost basis. In addition, the affiliates have a joint contract relating to allocation of costs for services performed by


F-101



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

6.  INFORMATION CONCERNING PARENT, SUBSIDIARIES, AND AFFILIATES — (Continued)

employees of one affiliate for another. The Company paid $13.5 million and $16.8 million during the years ended December 31, 2014 and 2013, respectively, for these services.

PLICO entered into a guaranty agreement on October 27, 1993, with the Company. PLICO has guaranteed the payment of all insurance policy claims made by the holders or beneficiaries of any policies, which were issued after the date of the guaranty agreement in accordance with the terms of said policies. Total liabilities for policies covered by this agreement were $1.1 billion and $1.2 billion at December 31, 2014 and 2013, respectively.

PLICO entered into a guaranty agreement with the Company on December 31, 1995, whereby PLICO guaranteed that the Company will perform all of the obligations of PLICO pursuant to the terms and conditions of an indemnity coinsurance agreement between PLICO and an unaffiliated life insurance company. Total liabilities related to this coinsurance agreement were $6.7 million and $6.7 million at December 31, 2014 and 2013, respectively.

The Company entered into an agreement with PLICO in 2012 in which a loan can be given to or received from PLICO subject to certain limitations as described in the agreement. The Company had no loaned or borrowed amounts as of December 31, 2014 and 2013.

7.  CAPITAL AND SURPLUS, SHAREHOLDERS' DIVIDEND RESTRICTIONS

Dividends and distributions on preferred and common stock are non-cumulative and are paid as determined by the Company's Board of Directors. Normally, dividends and distributions may be paid without approval of the Insurance Commissioner of the State of Alabama in an amount up to the greater of 10% of policyholders' surplus as of the preceding December 31, or the Company's net gain from operations for the preceding year reduced by dividends or distributions paid within the preceding twelve months. In the second quarter of 2014, the Company received permission from the Department and paid an extraordinary cash distribution in the amount of $44.5 million to its parent, PLICO. In the second quarter of 2013, the Company received permission from the Department and paid an extraordinary cash distribution in the amount of $39.8 million to its parent, PLICO. Pursuant to SSAP No. 97, these distributions were treated as a return of capital distributions. The Company did not pay dividends on the preferred stock in 2014 and 2013. During 2015, the Company can pay $33.4 million in distributions without the approval of the Insurance Commissioner of the State of Alabama. The participating preferred stock can be redeemed at the option of the Company at $1,000 per share.

There was no portion of unassigned funds (surplus) reduced for cumulative unrealized gains and losses at December 31, 2014. The portion of unassigned funds (surplus) reduced for cumulative unrealized losses was $(5) thousand at December 31, 2013.

The portion of unassigned funds (surplus) reduced for nonadmitted assets was $6.4 million and $8.5 million at December 31, 2014 and 2013, respectively.


F-102



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

7.  CAPITAL AND SURPLUS, SHAREHOLDERS' DIVIDEND RESTRICTIONS — (Continued)

The NAIC's risk-based capital requirements require insurance companies to calculate and report information under a risk-based capital formula. These requirements are intended to allow insurance regulators to identify inadequately capitalized insurance companies based upon the types and mixtures of risk inherent in the insurer's operations. The formula includes components for asset risk, liability risk, interest rate exposure, and other factors. The Company was adequately capitalized under the formula at December 31, 2014 and 2013.

8.  LIABILITIES, COMMITMENTS, CONTINGENCIES, AND ASSESSMENTS

The table below presents commitments to extend mortgage loans as of December 31:

   

2014

 

2013

 
   

($ in thousands)

 

Commitments to extend mortgage loans

 

$

6,900

   

$

0

   

Commitments to extend mortgage loans are agreements to lend to a borrower, provided there is no violation of any condition established in the contract. The Company enters into these agreements to commit to future loan fundings at a predetermined interest rate. Commitments generally have fixed expiration dates or other termination clauses.

For commitments to extend mortgage loans, the amounts presented above do not represent amounts at risk if the counterparty defaults.

The collateral held for commitments to extend mortgage loans is a cash commitment fee, which is forfeited if the counterparty fails to perform.

In most states, under insurance guaranty fund laws, insurance companies doing business therein can be assessed up to prescribed limits for policyholder losses incurred by insolvent companies. Most of these laws do provide, however, that an assessment may be excused or deferred if it would threaten an insurer's own financial strength. As of December 31, 2014 and 2013, the Company accrued liabilities of $8 thousand and $668 thousand, respectively, for future assessments. The Company accrued related assets for future premium tax credits of $5 thousand and $16 thousand for December 31, 2014 and 2013, respectively. In addition as of December 31, 2014 and 2013, assets of $504 thousand and $504 thousand, respectively, relate to assessments already paid that will be taken as credits on future premium tax returns.

During 2013, the Company paid a guaranty fund assessment to the State of New York for the insolvency of Executive Life Insurance Company of New York ("ELNY") in the amount of $4.4 million. Upon payment, the Company recognized an asset of $0.5 million related to future premium tax offsets. A liability of $0.6 million related to future assessment related to the ELNY insolvency remained as of December 31, 2013.

During 2014, the Company paid the 2014 assessment from the State of New York for the insolvency of ELNY in the amount of $1.0 million. Based on estimates at December 31, 2014, the Company has an accrued liability of less than $5 thousand related to the insolvency of ELNY.


F-103



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

8.  LIABILITIES, COMMITMENTS, CONTINGENCIES, AND ASSESSMENTS — (Continued)

A reconciliation of guarantee assets during 2014 is as follows:

   

($ in thousands)

 
a.  Assets recognized from paid and accrued premium tax offsets and
policy surcharges prior year-end
 

$

520

   
b.  Decreases current year:          

Decrease in offsets related to estimated future assessments

   

11

   

Premium tax offset applied

   

1

   
c.  Increases current year:          

Assessments paid

   

1

   
d.  Assets recognized from paid and accrued premium tax offsets and
policy surcharges current year-end
 

$

509

   

The Company has not entered into any contingent commitments or guarantees.

The Company has not recognized any gain contingencies.

The Company paid no claims in the reporting period to settle claims-related extra contractual obligations or bad faith claims stemming from lawsuits.

A number of judgments have been returned against insurers, broker dealers and other providers of financial services involving, among other things, sales, underwriting practices, product design, product disclosure, administration, denial or delay of benefits, charging excessive or impermissible fees, recommending unsuitable products to customers, breaching fiduciary or other duties to customers, refund or claims practices, alleged agent misconduct, failure to properly supervise representatives, relationships with agents or persons with whom the insurer does business, payment of sales and other contingent commissions, and other matters. Often these legal proceedings have resulted in the award of substantial judgments that are disproportionate to actual damages, including material amounts of punitive and non-economic compensatory damages. In some states, juries, judges, and arbitrators have substantial discretion in awarding punitive non-economic compensatory damages which creates the potential for unpredictable material adverse judgments or awards in any given legal proceeding. Arbitration awards are subject to very limited appellate review. In addition, in some legal proceedings, companies have made material settlement payments. In some instances, substantial judgments may be the result of a party's perceived ability to satisfy such judgments as opposed to the facts and circumstances regarding the claims made.

The Company, as well as certain of its insurance affiliates and certain other insurance companies for which the Company has co-insured blocks of life insurance and annuity products, are under audit for compliance with the unclaimed property laws of a number of states. The audits are being conducted on behalf of the treasury departments or unclaimed property administrators in such states. The focus of the audits is on whether there have been unreported deaths, maturities, or policies that have exceeded limiting age with respect to which death benefits or other payments under life insurance or annuity policies should be treated as unclaimed property that should be escheated to the state. The Company is presently unable to estimate the reasonably possible loss or range of loss that may result from the audits due to a number of factors, including uncertainty as to the legal theory or theories that may give rise to liability, the early stages of the audits being conducted, and, with respect to one block


F-104



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

8.  LIABILITIES, COMMITMENTS, CONTINGENCIES, AND ASSESSMENTS — (Continued)

of life insurance policies that is co-insured by a subsidiary of the Company, uncertainty as to whether the Company or other companies are responsible for the liabilities, if any, arising in connection with such policies. The Company will continue to monitor the matter for any developments that would make the loss contingency associated with the audits probable or reasonably estimable.

The Company and its affiliated life insurance companies are under a targeted multi-state examination with respect to their claims paying practices and their use of the U.S. Social Security Administration's Death Master File or similar databases (a "Death Database") to identify unreported deaths in their life insurance policies, annuity contracts and retained asset accounts. There is no clear basis in previously existing law for requiring a life insurer to search for unreported deaths in order to determine whether a benefit is owed, and substantial legal authority exists to support the position that the prevailing industry practice was lawful. A number of life insurers, however, have entered into settlement or consent agreements with state insurance regulators under which the life insurers agreed to implement procedures for periodically comparing their life insurance and annuity contracts and retained asset accounts against a Death Database, treating confirmed deaths as giving rise to a death benefit under their policies, locating beneficiaries and paying them the benefits and interest, and escheating the benefits and interest as well as penalties to the state if the beneficiary could not be found. It has been publicly reported that the life insurers have paid administrative and/or examination fees to the insurance regulators in connection with the settlement or consent agreements. The Company believes it is reasonably possible that insurance regulators could demand from the Company administrative and/or examination fees relating to the targeted multi-state examination. The Company does not believe the impact of such fees will be material to its financial condition or surplus.

The Company, like other insurance companies, in the ordinary course of business, is involved in legal proceedings. The Company cannot predict the outcome of any legal proceeding nor can it provide an estimate of the possible loss, or range of loss, that may result from such legal proceeding. However, with respect to such legal proceedings, the Company does not expect that its ultimate liability, if any, will be material to its financial condition.

9.  REINSURANCE

The Company assumes risks from and reinsures certain parts of its risks with other insurers under yearly renewable term, coinsurance, and modified coinsurance agreements. The Company is liable with respect to reinsurance ceded in that the liability for such reinsurance would become that of the Company upon the failure of any reinsurer to meet its obligations under a particular reinsurance agreement. In compliance with regulatory requirements of the assuming reinsurer's state of domicile, the assuming reinsurer has deposited securities with its state insurance department for the benefit of the policyholders to cover such liabilities; however, the Company remains primarily liable as the direct insurer on all risk reinsured. As of December 31, 2014, the Company's maximum retention limit on certain traditional and universal life products was $2.0 million on a single risk. The Company reviews the financial condition of its reinsurers and monitors the amount of reinsurance it has with its reinsurers at the inception of new contracts and on a periodic basis.


F-105



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

9.  REINSURANCE — (Continued)

The Company has ceded the following to affiliated insurers as of and for the years ended December 31:

   

2014

 

2013

 
   

($ in thousands)

 

Life:

 

Insurance in force

 

$

188

   

$

271

   

Policy and claim reserves ceded

   

5

     

8

   

Policy claim liabilities ceded

   

0

     

0

   

Premiums ceded

   

0

     

(2

)

 

Accident and health:

 

Policy and claim reserves ceded

   

25

     

38

   

Policy claim liabilities ceded

   

2

     

3

   

Premiums ceded

   

3

     

4

   

The Company has ceded the following to non-affiliated insurers as of and for the years ended December 31:

   

2014

 

2013

 
   

($ in thousands)

 

Life:

 

Insurance in force

 

$

9,645,127

   

$

10,337,104

   

Policy and claim reserves ceded

   

215,925

     

212,420

   

Policy claim liabilities ceded

   

6,039

     

5,662

   

Premiums ceded

   

38,733

     

37,752

   

Accident and health:

 

Policy and claim reserves ceded

   

384

     

314

   

Policy claim liabilities ceded

   

11

     

11

   

Premiums ceded

   

0

     

0

   

The Company has assumed from non-affiliated insurers as of and for the years ended December 31 as follows:

   

2014

 

2013

 
   

($ in thousands)

 

Life:

 

Insurance in force

 

$

2,568,983

   

$

2,752,474

   

Policy and claim reserves assumed

   

362,914

     

373,125

   

Policy claim liabilities assumed

   

3,090

     

3,082

   

Premiums assumed

   

22,766

     

23,934

   

Accident and health:

 

Policy and claim reserves assumed

   

696

     

710

   

Policy claim liabilities assumed

   

2

     

4

   

Premiums assumed

   

9

     

10

   


F-106



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

9.  REINSURANCE — (Continued)

None of the reinsurers included as "non-affiliated" in the above tables are owned in excess of 10% or controlled, either directly or indirectly, by the Company or any representative, officer, trustee, or director of the Company. No policies issued by the Company have been reinsured with a company charted in a country other than the United States (excluding U.S. Branches of such companies) which is owned in excess of 10% or controlled directly or indirectly by an insured, a beneficiary, a creditor of an insured or any other person not primarily engaged in the insurance business.

The Company does not have any reinsurance agreements in effect under which the reinsurer may unilaterally cancel any reinsurance for reasons other than for nonpayment of premium or other similar credits. The Company does not have any reinsurance agreements in effect such that the amount of losses paid or accrued through the statement date may result in a payment to the reinsurer of amounts which, in aggregate and allowing for offset of mutual credits from other reinsurance agreements with the same reinsurer, exceed the total direct premium collected under the reinsured policies.

The Company had no aggregate reductions to surplus for terminations of reinsurance agreements during 2014. No new agreements were executed or existing agreements amended during 2014, to include policies or contracts which were in-force or which had existing reserves established by the Company as of the effective date of the agreement.

The Company had no material amounts of non-admitted reinsurance receivables at December 31, 2014 and 2013, due to uncertainty of collection. The Company has not written any receivables off as uncollectible during 2014 or 2013.

The Company has reported in its operations in the current year as a result of commutation of reinsurance with The Lincoln National Life Insurance Company, amounts that are reflected as:

   

($ in thousands)

 

Claims incurred

 

$

0

   

Claims adjustment expenses incurred

 

$

0

   

Premiums earned

 

$

(392

)

 

Other

 

$

0

   

Approximately 53.3% of the reinsurance receivable balance at December 31, 2014 relates to one insurance company rated "A+" (Superior) by the A. M. Best Company, an independent rating organization.

As of December 31, 2014 and 2013, respectively, the Company had $30 thousand and $41 thousand of accident and health recoverables and reinsurance credits with PLICO which represented less than 1% of capital and surplus.


F-107



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

10.  CHANGE IN INCURRED LOSSES AND LOSS ADJUSTMENT EXPENSES

Activities in the liability for accident and health policy and contract claims are summarized as follows:

   

2014

 

2013

 
   

($ in thousands)

 

Balance at January 1

 

$

2,790

   

$

2,991

   

Less reinsurance recoverables

   

10

     

15

   

Net balance at January 1

   

2,780

     

2,976

   

Incurred:

 

Related to current year

   

558

     

429

   

Related to prior year

   

(164

)

   

(96

)

 

Total incurred

   

394

     

333

   

Paid:

 

Related to current year

   

74

     

63

   

Related to prior year

   

474

     

466

   

Total paid

   

548

     

529

   

Net balance at December 31

   

2,626

     

2,780

   

Plus reinsurance recoverables

   

11

     

10

   

Balance at December 31

 

$

2,637

   

$

2,790

   

Reserves and liabilities as of January 1, 2014 were $2.8 million. As of December 31, 2014, $0.5 million has been paid for incurred claims attributable to insured events of prior years. Reserves remaining for prior years are now $2.1 million, as a result of re-estimation of unpaid claims and claim adjustment expenses on disability income and credit lines of insurance. Therefore, there has been a $0.2 million favorable development from January 1, 2014 to December 31, 2014. Original estimates are increased or decreased as additional information becomes known regarding individual claims. No additional premiums or return premiums have been accrued as a result of the prior year effects.

11.  PARTICIPATING POLICIES

Direct and assumed premiums under individual life participating policies were $76 thousand and 0.2% and $78 thousand and 0.2%, for the years ended December 31, 2014 and 2013, respectively, of total direct and assumed individual life premium earned. The Company accrues dividends when declared by the Board of Directors. The Company paid dividends in the amount of $73 thousand and $76 thousand for the years ended December 31, 2014 and 2013, respectively. The Company has not allocated any additional income to participating policyholders.


F-108



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

12.  ANALYSIS OF ANNUITY ACTUARIAL RESERVES AND DEPOSIT LIABILITIES BY WITHDRAWAL CHARACTERISTICS

Withdrawal characteristics of annuity actuarial reserves and deposit liabilities are as follows:

   

2014

 
    General
Account
  Separate
Account with
Guarantees
  Separate
Account Non-
guaranteed
 

Total

  % of
Total
 
   

($ in thousands)

 
A.  Subject to discretionary withdrawal:  

 

 

 

 

 

 

 

 

 

 

(1) with fair value adjustments

 

$

3,590

   

$

12,562

   

$

0

   

$

16,152

     

1.1

%

 
(2) at book value less current
surrender charge of 5% or
more
   

157,836

     

0

     

0

     

157,836

     

11.0

   
(3 ) at market    

0

     

0

     

212,183

     

212,183

     

14.9

   
(4) Total with adjustment or at
fair value (minimal or no
charge or adj.)
   

161,426

     

12,562

     

212,183

     

386,171

     

27.0

   
(5) At book value without
adjustment (minimal or no
charge or adj.)
   

1,030,567

     

104

     

0

     

1,030,671

     

72.0

   
Not subject to discretionary
withdrawal provision
   

13,727

     

0

     

0

     

13,727

     

1.0

   
C.  Total (gross: direct + assumed)    

1,205,720

     

12,666

     

212,183

     

1,430,569

     

100.0

%

 
D.  Reinsurance ceded    

330

     

0

     

0

     

330

   

 

 
E.  Total (net)* (C) - (D)  

$

1,205,390

   

$

12,666

   

$

212,183

   

$

1,430,239

   

 

 
   

2013

 
    General
Account
  Separate
Account with
Guarantees
  Separate
Account Non-
guaranteed
 

Total

  % of
Total
 
   

($ in thousands)

 
A.  Subject to discretionary withdrawal:  

 

 

 

 

 

 

 

 

 

 

(1) with fair value adjustments

 

$

4,377

   

$

13,399

   

$

0

   

$

17,776

     

1.2

%

 
(2) at book value less current
surrender charge of 5% or
more
   

180,278

     

0

     

0

     

180,278

     

12.1

   
(3 ) at market    

0

     

0

     

208,029

     

208,029

     

14.0

   
(4) Total with adjustment or at
fair value (minimal or no
charge or adj.)
   

184,655

     

13,399

     

208,029

     

406,083

     

27.3

   
(5) At book value without
adjustment (minimal or no
charge or adj.)
   

1,065,329

     

236

     

0

     

1,065,565

     

71.8

   


F-109



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

12.  ANALYSIS OF ANNUITY ACTUARIAL RESERVES AND DEPOSIT LIABILITIES BY WITHDRAWAL CHARACTERISTICS — (Continued)

   

2013

 
    General
Account
  Separate
Account with
Guarantees
  Separate
Account Non-
guaranteed
 

Total

  % of
Total
 
   

($ in thousands)

 
Not subject to discretionary
withdrawal provision
 

$

13,091

   

$

0

   

$

0

   

$

13,091

     

0.9

%

 
C.  Total (gross: direct + assumed)    

1,263,075

     

13,635

     

208,029

     

1,484,739

     

100.0

%

 
D.  Reinsurance ceded    

199

     

0

     

0

     

199

           
E.  Total (net)* (C) - (D)  

$

1,262,876

   

$

13,635

   

$

208,029

   

$

1,484,540

           

13.  PREMIUMS AND ANNUITY CONSIDERATIONS DEFERRED AND UNCOLLECTED

Life insurance premiums deferred and uncollected represent annual or fractional premiums, either due and uncollected or not yet due, where policy reserves have been provided on the assumption that the full premium for the current policy year has been collected.

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

2014

Type

 

Gross

  Net of
Loading
 
   

($ in thousands)

 

Industrial

 

$

0

   

$

0

   

Ordinary new business

   

(4

)

   

(4

)

 

Ordinary renewal

   

(97

)

   

(110

)

 

Credit Life

   

0

     

0

   

Group Life

   

(745

)

   

(814

)

 

Group Annuity

   

0

     

0

   

Totals

 

$

(846

)

 

$

(928

)

 

2013

Type

 

Gross

  Net of
Loading
 
   

($ in thousands)

 

Industrial

 

$

0

   

$

0

   

Ordinary new business

   

(7

)

   

(7

)

 

Ordinary renewal

   

(34

)

   

(23

)

 

Credit Life

   

0

     

0

   

Group Life

   

(798

)

   

(725

)

 

Group Annuity

   

0

     

0

   

Totals

 

$

(839

)

 

$

(755

)

 


F-110



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

14.  SEPARATE ACCOUNTS

The Company utilizes Separate Accounts to record and account for assets and liabilities for particular lines of business. For the current reporting year, the Company reported assets and liabilities from the following product lines into a Separate Account:

•  Market Value Adjusted Annuities

•  Variable Annuities

Separate Accounts held by the Company are for variable annuity and individual and group market value adjusted annuity contracts. The Separate Account for market value adjusted annuities provides the opportunity for the policyholder to invest in one or any combination of interest rate guarantee periods. The assets for this account are carried at market value and are held in a non-unitized Separate Account. Amounts withdrawn from the contract in excess of the free withdrawal amount are subject to market value adjustment, which can be positive or negative. The market value adjusted annuity business has been included as "Non-indexed Guarantee less than 4%" and "Non-indexed Guarantee more than 4%" in the table disclosing information regarding the Company's Separate Accounts as shown later in Note 14.

The Separate Accounts for the variable annuities invest in shares of various mutual funds with external investment advisors. The net investment experience of the Separate Account is credited directly to the policyholder and can be positive or negative. Variable annuities have been included as "Nonguaranteed Separate Accounts" in the table disclosing information regarding the Company's Separate Accounts as shown later in Note 14.

Some of the variable annuity contracts contain GMDB and GMWB features, which are described in Note 1.

These products are included within the Separate Accounts pursuant to Alabama Code § 27-38-1.

In accordance with the products recorded within the Separate Account, all of the Company's assets are considered legally insulated from the General Account. As of December 31, 2014 and 2013, the Company Separate Account statement included legally insulated assets of $233.3 million and $229.9 million, respectively. The assets legally insulated from the General Account as of December 31 are attributed to the following products:

2014

($ in thousands)

 
Product  

Legally Insulated Assets

  Separate Account Assets
(Not Legally Insulated)
 

Market Value Adjusted Annuities

 

$

11,514

   

$

0

   

Variable Annuities

   

221,785

     

0

   

Total

 

$

233,299

   

$

0

   


F-111



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

14.  SEPARATE ACCOUNTS — (Continued)

2013

($ in thousands)

 
Product  

Legally Insulated Assets

  Separate Account Assets
(Not Legally Insulated)
 

Market Value Adjusted Annuities

 

$

11,058

   

$

0

   

Variable Annuities

   

218,884

     

0

   

Total

 

$

229,942

   

$

0

   

In accordance with the products recorded within the Separate Account, some Separate Account liabilities are guaranteed by the General Account. As of December 31, 2014, the General Account of the Company had a maximum guarantee for Separate Account liabilities of $224.9 million. To compensate the General Account for the risk taken, the Separate Account paid risk charges of $5.4 million, $4.6 million, and $2.1 million during 2014, 2013, and 2012, respectively.

The total Separate Account guarantees paid by the General Account as follows:

   

($ in thousands)

 

2014

 

$

0

   

2013

 

$

69

   

2012

 

$

0

   

2011

 

$

0

   

2010

 

$

0

   

The Company did not have securities lending transactions within either the General or Separate Accounts during 2014 or 2013.

Information regarding the Company's Separate Accounts is as follows:

   

2014

 
   

Index

  Nonindexed
Guarantee
Less Than
4%
  Nonindexed
Guarantee
More Than
4%
  Nonguaranteed
Separate
Account
 

Total

 
   

($ in thousands)

 
(1 Premiums, consideration or deposits for
the year ended 12/31/2014
 

$

0

   

$

0

   

$

0

   

$

8,984

   

$

8,984

   

Reserves at 12/31/2014

 

 

 

 

 

 

 

 

 

 

 
(2 For accounts with assets at:  

 

 

 

 

 

 

 

 

 

 
a.  Fair value  

$

0

   

$

9,883

   

$

2,783

   

$

212,183

   

$

224,849

   
b.  Amortized cost    

0

     

0

     

0

     

0

     

0

   
c.  Total reserves  

$

0

   

$

9,883

   

$

2,783

   

$

212,183

   

$

224,849

   


F-112



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

14.  SEPARATE ACCOUNTS — (Continued)

   

2014

 
   

Index

  Nonindexed
Guarantee
Less Than
4%
  Nonindexed
Guarantee
More Than
4%
  Nonguaranteed
Separate
Account
 

Total

 
   

($ in thousands)

 
(3 By withdrawal characteristics:  

 

 

 

 

 

 

 

 

 

 
a.  Subject to discretionary withdrawal  

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   
b.  With FV adjustment    

0

     

9,883

     

2,783

     

0

     

12,666

   
c.  At book value without FV adjustment
and with current surrender charge 
of 5% or more
   

0

     

0

     

0

     

0

     

0

   
d.  At fair value    

0

     

0

     

0

     

212,183

     

212,183

   
e.  At book value without FV adjustment
and with current surrender charge 
less than 5%
   

0

     

0

     

0

     

0

     

0

   
f.  Subtotal    

0

     

9,883

     

2,783

     

212,183

     

224,849

   
g.  Not subject to discretionary withdrawal    

0

     

0

     

0

     

0

     

0

   
h.  Total  

$

0

   

$

9,883

   

$

2,783

   

$

212,183

   

$

224,849

   
(4 Reserves for Asset Default Risk in Lieu
of AVR
 

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   
   

2013

 
   

Index

  Nonindexed
Guarantee
Less Than
4%
  Nonindexed
Guarantee
More Than
4%
  Nonguaranteed
Separate
Account
 

Total

 
   

($ in thousands)

 
(1 Premiums, consideration or deposits for
the year ended 12/31/2013
 

$

0

   

$

0

   

$

0

   

$

56,391

   

$

56,391

   

Reserves at 12/31/2013

 

 

 

 

 

 

 

 

 

 

 
(2 For accounts with assets at:  

 

 

 

 

 

 

 

 

 

 
a.  Fair value  

$

0

   

$

8,433

   

$

5,202

   

$

208,029

   

$

221,664

   
b.  Amortized cost    

0

     

0

     

0

     

0

     

0

   
c.  Total reserves  

$

0

   

$

8,433

   

$

5,202

   

$

208,029

   

$

221,664

   
(3 By withdrawal characteristics:  

 

 

 

 

 

 

 

 

 

 
a.  Subject to discretionary withdrawal  

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   
b.  With FV adjustment    

0

     

8,433

     

5,202

     

0

     

13,635

   
c.  At book value without FV adjustment
and with current surrender charge 
of 5% or more
   

0

     

0

     

0

     

0

     

0

   
d.  At fair value    

0

     

0

     

0

     

208,029

     

208,029

   


F-113



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

14.  SEPARATE ACCOUNTS — (Continued)

   

2013

 
   

Index

  Nonindexed
Guarantee
Less Than
4%
  Nonindexed
Guarantee
More Than
4%
  Nonguaranteed
Separate
Account
 

Total

 
   

($ in thousands)

 
e.  At book value without FV adjustment
and with current surrender charge 
less than 5%
 

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   
f.  Subtotal    

0

     

8,433

     

5,202

     

208,029

     

221,664

   
g.  Not subject to discretionary withdrawal    

0

     

0

     

0

     

0

     

0

   
h.  Total  

$

0

   

$

8,433

   

$

5,202

   

$

208,029

   

$

221,664

   
(4 Reserves for Asset Default Risk in Lieu
of AVR
 

$

0

   

$

0

   

$

0

   

$

0

   

$

0

   

Reconciliation of net transfers to (from) Separate Accounts is as follows:

   

2014

 

2013

 
   

($ in thousands)

 
Transfers as reported in the Summary of Operations of the
Separate Accounts Statement:
 

Transfers to Separate Accounts

 

$

8,984

   

$

56,392

   

Transfers from Separate Accounts

   

11,142

     

(3,428

)

 

Net transfers to or (from) Separate Accounts

 

$

(2,158

)

 

$

59,820

   

Transfers as reported in the Statements of Operations

 

$

(2,158

)

 

$

59,820

   

15.  FAIR VALUE MEASUREMENTS

The Company determines the fair value of its financial instruments in accordance with Statement of Statutory Accounting Principles No. 100, "Fair Value Measurements" ("SSAP No. 100"). SSAP No. 100 defines fair value, establishes a framework for measuring fair value, and expands disclosures about assets and liabilities measured at fair value. The definition of fair value in SSAP No. 100 focuses on an "exit price", the price that would be received to sell the asset or paid to transfer the liability. Included in various line items in the statutory financial statements are certain financial instruments carried at fair value. Other financial instruments are periodically measured at fair value, such as when impaired, or, for certain bonds and preferred stock when carried at the lower of cost or market.

The Company's financial assets and liabilities carried at fair value have been classified, for disclosure purposes, based on a hierarchy defined by SSAP No. 100. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different


F-114



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

15.  FAIR VALUE MEASUREMENTS — (Continued)

levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. The hierarchy can be defined as follows:

  Level 1: Unadjusted quoted prices for identical assets or liabilities in an active market.

  Level 2: Quoted prices in markets that are not active or significant inputs that are observable either directly or indirectly. Level 2 inputs include the following:

(a) Quoted prices for similar assets or liabilities in active markets,

(b) Quoted prices for identical or similar assets or liabilities in non-active markets,

(c) Inputs other than quoted market prices that are observable, and

(d) Inputs that are derived principally from or corroborated by observable market data through correlation or other means.

  Level 3: Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

The following tables provide information as of December 31 about the Company's financial assets and liabilities measured at fair value:

2014

Description

 

Level 1

 

Level 2

 

Level 3

 

Total

 
   

$ In thousands

 

Assets at fair value

 

Separate Account Assets

 

$

221,931

   

$

10,027

   

$

1,341

   

$

233,299

   

Total assets at fair value

 

$

221,931

   

$

10,027

   

$

1,341

   

$

233,299

   

2013

Description

 

Level 1

 

Level 2

 

Level 3

 

Total

 
   

$ In thousands

 

Assets at fair value

 

Bonds

 

Industrial and Misc.

 

$

0

   

$

119

   

$

0

   

$

119

   

Total Bonds

   

0

     

119

     

0

     

119

   

Separate Account Assets

   

219,032

     

10,911

     

0

     

229,943

   

Total assets at fair value

 

$

219,032

   

$

11,030

   

$

0

   

$

230,062

   

The Company held $1.3 million in Level 3 financial instruments measured at fair value as of December 31, 2014. The Company did not hold any Level 3 financial instruments measured at fair value as of December 31, 2013.


F-115



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

15.  FAIR VALUE MEASUREMENTS — (Continued)

The following is a level 3 rollforward for 2014:

Description

  Beginning
Balance at
1/01/2014
  Transfers
into
Level 3
  Transfers
out of
Level 3
  Total
gains
and
(losses)
included
in Net
Income
  Total
gains
and
(losses)
included
in Surplus
 

Purchases

 

Issuances

 

Sales

 

Settlements

  Ending
Balance at
12/31/2014
 
   

($ in thousands)

 

a. Assets

 
Separate Account
Bond
 

$

0

   

$

1,426

   

$

0

   

$

(46

)

 

$

0

   

$

0

   

$

0

   

$

(39

)

 

$

0

   

$

1,341

   

Total Assets

 

$

0

   

$

1,426

   

$

0

   

$

(46

)

 

$

0

   

$

0

   

$

0

   

$

(39

)

 

$

0

   

$

1,341

   

For the twelve months ended December 31, 2014, $1.4 million of securities were transferred into Level 3. This amount was transferred from Level 2. These transfers resulted from securities that were priced by independent pricing services or brokers in previous periods, using no significant unobservable inputs, but were priced internally using significant unobservable inputs where market observable inputs were no longer available as of December 31, 2014.

The following is a level 3 rollforward for 2013:

Description

  Beginning
Balance at
1/01/2013
  Transfers
into
Level 3
  Transfers
out of
Level 3
  Total
gains
and
(losses)
included
in Net
Income
  Total
gains
and
(losses)
included
in Surplus
 

Purchases

 

Issuances

 

Sales

 

Settlements

  Ending
Balance at
12/31/2013
 
   

($ in thousands)

 

a. Assets

 
Separate Account
Bond
 

$

0

   

$

540

   

$

(493

)

 

$

(10

)

 

$

0

   

$

0

   

$

0

   

$

(37

)

 

$

0

   

$

0

   

Total Assets

 

$

0

   

$

540

   

$

(493

)

 

$

(10

)

 

$

0

   

$

0

   

$

0

   

$

(37

)

 

$

0

   

$

0

   

During the second quarter of 2013, $0.5 million of securities were transferred into Level 3. This amount was transferred from Level 2. These transfers resulted from securities that were priced by independent pricing services or brokers in previous periods, using no significant unobservable inputs, but were priced internally using significant unobservable inputs where market observable inputs were no longer available as of June 30, 2013.

For the twelve months ended December 31, 2013, $0.5 million of securities were transferred into Level 2. This amount was transferred from Level 3. These transfers resulted from securities that were priced using no significant unobservable inputs in previous periods, but were priced using independent pricing services or broker prices as of December 31, 2013.


F-116



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

15.  FAIR VALUE MEASUREMENTS — (Continued)

Fair Value Methodology

Description of Pricing Inputs

The Company predominantly uses a third party pricing service and broker quotes to determine fair values. The third party pricing service and brokers use certain inputs to determine the value of asset backed securities, including residential mortgage-backed securities, commercial mortgage-backed securities, and other asset-backed securities. For these securities, the valuation would consist of inputs such as, but not limited to: 1) monthly principal and interest payments on the underlying assets, 2) average life of the security, 3) prepayment speeds, 4) credit spreads, 5) treasury and swap yield curves, 6) discount margin, and 7) credit ratings of the securities.

To price corporate bonds, U.S. government-related securities, and other government-related securities, the brokers and third party pricing service utilize a valuation model that consists of a hybrid income and market approach to valuation, while the Company uses a discounted cash flow model with both observable and unobservable inputs to determine a price when the securities are illiquid bonds. The external and internal pricing models include inputs such as, but not limited to: 1) principal and interest payments, 2) coupon, 3) maturity, 4) treasury yield curve, 5) credit spreads from new issue and secondary trading markets, 6) dealer quotes with adjustments for issues with early redemption features, 7) illiquidity premiums, 8) discount margins from dealers in the new issue market, 9) underlying collateral, and 10) comparative bond analysis.

The third party pricing service prices equity securities using market observable prices for the same or similar securities traded in an active market.

The Company's Separate Account assets consist of financial instruments similar to those held in the general account. The Company utilizes the same valuation methodology as described above in determining the fair value of Separate Account assets as the Company does for general account assets. All assets in the Separate Account are held at fair value. The Separate Account liability matches the Separate Account asset value and its fair value is determined from valuation methods that are consistent with the Separate Account assets.

Determination of Fair Values

The valuation methodologies used to determine the fair values of assets and liabilities reflect market participant assumptions and are based on the application of the fair value hierarchy that prioritizes observable market inputs over unobservable inputs. The Company determines the fair values of certain financial assets and financial liabilities based on quoted market prices, where available. The Company also determines certain fair values based on future cash flows discounted at the appropriate current market rate. Fair values reflect adjustments for counterparty credit quality, the Company's credit standing, liquidity, and where appropriate, risk margins on unobservable parameters. The following is a discussion of the methodologies used to determine fair values for financial instruments owned by the Company.

The fair value of corporate bonds, government securities, equity securities, and mortgage backed securities is determined by management after considering one of three primary sources of information: third party pricing services, non-binding independent broker quotations, or pricing matrices. Security


F-117



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

15.  FAIR VALUE MEASUREMENTS — (Continued)

pricing is applied using a "waterfall" approach whereby publicly available prices are first sought from third party pricing services, the remaining unpriced securities are submitted to independent brokers for non-binding prices. Typical inputs used by these pricing methods include, but are not limited to: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. Based on the typical trading volumes and the lack of quoted market prices for fixed maturities, third party pricing services derive the majority of security prices from observable market inputs such as recent reported trades for identical or similar securities making adjustments through the reporting date based upon available market observable information outlined above. If there are no recent reported trades, the third party pricing services and brokers may use matrix or model processes to develop a security price where future cash flow expectations are developed based upon collateral performance and discounted at an estimated market rate. Certain securities are priced via independent non-binding broker quotations, which are considered to have no significant unobservable inputs. When using non-binding independent broker quotations, the Company obtains one quote per security, typically from the broker from which the Company purchased the security.

The Company has analyzed the third party pricing services' valuation methodologies and related inputs and has also evaluated the various types of securities in its investment portfolio to determine an appropriate fair value hierarchy level based upon trading activity and the observability of market inputs. Based on this evaluation and investment class analysis, each price was classified into Level 1, 2, or 3. Most prices provided by third party pricing services are classified into Level 2 because the significant inputs used in pricing the securities are market observable and the observable inputs are corroborated by the Company. Since the matrix pricing of certain debt securities includes significant non-observable inputs, they are classified as Level 3.

The pricing matrix used by the Company begins with current spread levels to determine the market price for the security. The credit spreads, assigned by brokers, incorporate the issuer's credit rating, liquidity discounts, weighted-average of contacted cash flows, risk premium, if warranted, due to the issuer's industry, and the security's time to maturity. The Company uses credit ratings provided by nationally recognized rating agencies.

For securities that are priced via non-binding independent broker quotations, the Company assesses whether prices received from independent brokers represent a reasonable estimate of fair value through an analysis using internal and external cash flow models developed based on spreads and, when available, market indices. The Company uses a market-based cash flow analysis to validate the reasonableness of prices received from independent brokers. These analytics, which are updated daily, incorporate various metrics (yield curves, credit spreads, prepayment rates, etc.) to determine the valuation of such holdings. As a result of this analysis, if the Company determines there is a more appropriate fair value based upon the analytics, the price received from the independent broker is adjusted accordingly. The Company did not adjust any quotes or prices received from brokers during the twelve months ended December 31, 2014 and 2013.

F-118



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

15.  FAIR VALUE MEASUREMENTS — (Continued)

The following table presents the Company's fair value hierarchy for its financial instruments as of December 31:

Type of Financial Instrument

  Aggregate
Fair Value
  Admitted
Value
 

Level 1

 

Level 2

 

Level 3

  Not Practicable
(Carrying Value)
 

2014

 

$ In thousands

 
AS SETS  

Bonds

 

$

1,843,729

   

$

1,656,961

   

$

39,931

   

$

1,786,806

   

$

16,992

   

$

0

   

Preferred stock

   

30,527

     

29,060

     

20,760

     

9,767

     

0

     

0

   

Mortgage loans

   

102,714

     

95,124

     

0

     

0

     

102,714

     

0

   

Cash

   

4,058

     

4,058

     

4,058

     

0

     

0

     

0

   
Short term
investments
   

8,403

     

8,403

     

8,224

     

179

     

0

     

0

   

Contract loans

   

36,782

     

36,782

     

0

     

0

     

36,782

     

0

   

Separate Accounts

   

233,299

     

233,299

     

221,931

     

10,027

     

1,341

     

0

   

LIABILITIES

 
Deposit-type
contracts
   

8,344

     

8,427

     

0

     

0

     

8,344

     

0

   

2013

 
AS SETS  

Bonds

 

$

1,855,473

   

$

1,752,720

   

$

44,910

   

$

1,792,240

   

$

18,323

   

$

0

   

Common stock

                       

0

   

Preferred stock

   

19,924

     

21,718

     

17,921

     

2,003

     

0

     

0

   

Mortgage loans

   

82,989

     

77,208

     

0

     

0

     

82,989

     

0

   

Cash

   

6,774

     

6,774

     

6,774

     

0

     

0

     

0

   
Short term
investments
   

4,482

     

4,482

     

4,232

     

250

     

0

     

0

   

Contract loans

   

39,455

     

39,455

     

0

     

0

     

39,455

     

0

   

Separate Accounts

   

229,943

     

229,943

     

219,032

     

10,911

     

0

     

0

   

LIABILITIES

 
Deposit-type
contracts
   

5,672

     

5,737

     

0

     

0

     

5,672

     

0

   

Bond and preferred stock fair values are determined using methodologies prescribed by the NAIC. The market value of bonds and preferred stocks is determined by management after considering one of three primary sources of information: third party pricing services, non-binding independent broker quotations, and pricing matrices.

The book value of the Company's cash and cash equivalents approximates fair value.

The Company estimates the fair value of mortgage loans using an internally developed model. This model includes inputs derived by the Company based on assumed discount rates relative to the Company's current mortgage loan lending rate and an expected cash flow analysis based on a review of the mortgage loan terms. The model also contains the Company's determined representative risk adjustment assumptions related to nonperformance and liquidity risks.


F-119



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

15.  FAIR VALUE MEASUREMENTS — (Continued)

Contract loans are funds provided to policy holders in return for a claim on the account value of the policy. The funds provided are limited to a certain percent of the account balance. The nature of contract loans is to have low default risk as the loans are fully collateralized by the value of the policy. The majority of contract loans do not have a stated maturity and the balances and accrued interest are repaid with proceeds from the policy account balance. Due to the collateralized nature of contract loans and unpredictable timing of repayments, the Company's fair value of contract loans approximates carrying value.

Separate Account assets are carried at fair value and are equal to the Separate Account liabilities, which represent the policyholder's equity in those assets. These amounts are reported separately as assets and liabilities related to Separate Accounts in the accompanying financial statements. Separate Account assets are invested in bonds and open-ended mutual funds. The fair value of bonds held in Separate Accounts are determined using methodologies prescribed by the NAIC. The market value of bonds is determined by management after considering one of three primary sources of information: third party pricing services, non-binding independent broker quotations and pricing matrices. These valuations are generally categorized as a level 2 valuation as defined by SSAP No. 100. The fair value of open-ended mutual funds held in Separate Accounts was obtained from unadjusted quoted market prices. These valuations are categorized as a level 1 valuation as defined by SSAP No. 100.

Deposit-type contracts include annuities certain, supplemental contracts, and dividend accumulations. The Company estimates the fair values of annuities certain and supplemental contracts using models based on discounted estimated cash flows. The discount rates used in the models were based on a current market rate for similar financial instruments. The Company estimates that the fair value of dividend accumulations approximates carrying value.

The Company held no financial instruments as of December 31, 2014 and 2013, for which it was not practicable to estimate fair value.

16.  EMPLOYEE BENEFIT PLANS

Employee Retirement Plan

PLC sponsors a defined benefit pension plan covering substantially all of its employees. The plan is not separable by affiliates participating in the plan. The benefits are based on years of service and the employee's compensation. Plan Participants are divided into three groups and each participant group has a specific retirement program. The three participant groups are Post-2007 Participants, Non-Grandfathered Participants, and Grandfathered Participants. Post-2007 Participants receive benefits under a cash balance plan. Non-Grandfathered Participants and Grandfathered Participants receive benefits based on their age and vesting service as of a specific date. PLC's funding policy is to contribute amounts to the plan sufficient to meet the minimum funding requirements of ERISA plus such additional amounts as PLC may determine to be appropriate from time to time. Contributions are intended to provide not only for benefits attributed to service to date but also for those expected to be earned in the future. PLC may also make additional contributions in future periods to maintain an adjusted funding target attainment percentage ("AFTAP") of at least 80% and to avoid certain Pension Benefit Guaranty Corporation ("PBGC") reporting triggers. PLC allocates the costs of the plan to each


F-120



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

16.  EMPLOYEE BENEFIT PLANS — (Continued)

subsidiary based on a percentage of payroll. PLC incurred total defined benefit pension plan costs of $14.2 million during 2014 and $16.6 million during 2013. The Company has no legal obligation for benefits under the plan.

PLC also sponsors an unfunded excess benefit plan, which is a nonqualified plan that provides defined pension benefits in excess of limits imposed on qualified plans by federal tax law. The plan is not separable by affiliates participating in the plan. PLC allocates the cost of the plan to each subsidiary based on a percentage of payroll. The Company has no legal obligation for benefits under the plan.

In addition to pension benefits, PLC provides limited healthcare benefits to eligible retired employees until age 65. This postretirement benefit is provided by an unfunded plan. PLC's obligation is not materially affected by a 1% change in the healthcare cost trend assumptions used in the calculation of the obligation.

Life Insurance benefits for retirees are provided through the purchase of life insurance policies upon retirement from $10,000 up to a maximum of $75,000. This plan is partially funded at a maximum of $50,000 face amount of insurance.

Deferred Compensation Plan

The Company participates in PLC's long-range performance share plan for selected employees. Payments of any benefits under this plan require PLC to achieve certain goals during the three-year period following award under the plan. Prior to the February 1, 2015 acquisition of PLC by Dai-ichi Life, the plan provided for payment in shares of PLC common stock, except for an amount equal to the employee's tax withholdings on the total payment, which is paid in cash. On February 1, 2015, PLC became a wholly-owned subsidiary of Dai-ichi Life and PLC stock ceased to be publicly traded. Thus, any common stock equivalents within the plans converted into rights to receive the merger consideration per common stock equivalent. Please refer to Note 18, "Subsequent Events", for further information regarding the acquisition of PLC by Dai-ichi Life.

The Company also participates in PLC's 401(k) Plan, which covers substantially all employees. Employee contributions are made on a before-tax basis as provided by Section 401(k) of the Internal Revenue Code or as after-tax "Roth" contributions. PLC matches employee contributions dollar for dollar up to a maximum of 4% of an employee's pay per year per person. Prior to 2009, employee contributions to the 401(k) plan were matched through use of an ESOP established by PLC. Beginning in 2009, PLC adopted a cash match for employee contributions to the 401(k) plan. Effective January 1, 2005, PLC adopted a supplemental matching contribution program, which is a nonqualified plan that provides supplemental matching contributions in excess of the limits imposed on qualified defined contribution plans by federal tax law. The Company has no legal obligation for benefits under these plans.

The Company participates in PLC's Deferred Compensation Plan for Officers for certain officers who may elect to defer part or all of their cash and stock bonuses. Any obligation of the Company under the Plan is transferred to PLC at the time of the deferral.

The Company maintains a deferred compensation plan for agents whereby agents may elect to defer part or all of their commissions. The Company credits each agent's account annually with interest on


F-121



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

16.  EMPLOYEE BENEFIT PLANS — (Continued)

the amounts accumulated at a current interest rate. The Company's share of net costs related to employee benefit plans was approximately $0 and $15 thousand for the years ended December 31, 2014 and 2013, respectively.

17.  RETAINED ASSETS

The Company accounts for retained assets in a manner similar to supplementary contracts. Claims expense is reported in the Statements of Operations. In lieu of a cash payment to the beneficiary, a liability is established in "Liability for deposit-type contracts" in the Statements of Admitted Assets, Liabilities, and Capital and Surplus. The credited rate was 0.4% in 2014.

No fees were charged to retained asset account owners during 2014.

In the event of a claim, the beneficiary is given the option of a direct payment, a settlement option provided by the policy or a retained assets account. The retained assets account is generally the default method.

The table below summarizes the number and balance of retained asset accounts in force, by aging category, as of December 31:

   

In Force

 
   

2014

 

2013

 
   

Number

 

Balance

 

Number

 

Balance

 
a.  Up to and including 12 Months    

12

   

$

1,858

     

0

   

$

0

   
b.  13 to 24 Months    

0

     

0

     

0

     

0

   
c.  25 to 36 Months    

0

     

0

     

0

     

0

   
d.  37 to 48 Months    

0

     

0

     

0

     

0

   
e.  49 to 60 Months    

0

     

0

     

0

     

0

   
f.  Over 60 Months    

0

     

0

     

0

     

0

   
g.  Total    

12

   

$

1,858

     

0

   

$

0

   

The table below segregates retained asset components between individual and group contracts at December 31, 2014:

   

Individual

 

Group

 
   

Number

  Balance/
Amount
 

Number

  Balance/
Amount
 
a.  Number/Balance of Retained
Asset Accounts at the Beginning of the Year
   

0

   

$

0

     

0

   

$

0

   
b.  Number/Amount of Retained
Asset Account Issued/Added During the Year
   

17

     

2,534

     

0

     

0

   
c.  Investment Earnings Credited to Retained
Asset Accounts During the Year
   

XXX

     

2

     

XXX

     

0

   
d.  Fees and Other Charges Assessed to Retained
Asset Accounts During the Year
   

XXX

     

0

     

XXX

     

0

   


F-122



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

NOTES TO THE FINANCIAL STATEMENTS

as of and for the years ended December 31, 2014 and 2013

(Statutory Basis)

17.  RETAINED ASSETS — (Continued)

   

Individual

 

Group

 
   

Number

  Balance/
Amount
 

Number

  Balance/
Amount
 
e.  Number/Amount of Retained Asset Accounts
Transferred to State Unclaimed Property
funds During the Year
   

0

   

$

0

     

0

   

$

0

   
f.  Number/Amount of Retained Asset Accounts
Closed/Withdrawn During the Year
   

5

     

678

     

0

     

0

   
g.  Number/Balance of Retained Asset Accounts
at the End of the Year g=a+b+c-d-e-f
   

12

   

$

1,858

     

0

   

$

0

   

18.  SUBSEQUENT EVENTS

Pursuant to the Agreement and Plan of Merger, dated as of June 3, 2014, by and among PLC, a Delaware corporation and indirect owner of the Company, Dai-ichi Life, and DL Investment (Delaware), Inc., a Delaware corporation and a wholly-owned subsidiary of Dai-ichi Life ("DL Investment"), on February 1, 2015, DL Investment merged with and into PLC, with PLC surviving as a wholly-owned subsidiary of Dai-ichi Life.

The Company has evaluated the effects of events subsequent to December 31, 2014, and through April 27, 2015 (the date of the issuance of the Statutory statements included herein), and there are no other material subsequent events to report.

F-123




SUPPLEMENTAL SCHEDULES



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

SELECTED FINANCIAL DATA SCHEDULE

as of and for the year ended December 31, 2014

   

($ in thousands)

 

Investment Income:

 

Government bonds

 

$

1,557

   

Other bonds (unaffiliated)

   

87,522

   

Preferred stock (unaffiliated)

   

1,629

   

Common stock

   

2

   

Mortgage loans

   

4,854

   

Premium notes, policy loans and liens

   

2,674

   

Cash, cash equivalents and short term investments

   

(9

)

 

Aggregate write-ins for investment income

   

61

   

Gross investment income

 

$

98,290

   

Mortgage loans — book value:

 

Residential mortgages

 

$

0

   

Commercial mortgages

   

95,124

   

Total mortgage loans

 

$

95,124

   

Mortgage loans by standing — book value:

 

Good standing

 

$

95,124

   

Bonds, short term investments, and cash equivalents by class and maturity:

 

Bonds and short term investments by maturity — statement value

 

Due within one year

 

$

68,510

   

Over 1 year through 5 years

   

376,690

   

Over 5 years through 10 years

   

593,457

   

Over 10 years through 20 years

   

222,329

   

Over 20 years

   

404,378

   

Total by maturity

 

$

1,665,364

   

Bonds, short term investments, and cash equivalents by class — statement value

 

Class 1

 

$

929,395

   

Class 2

   

673,075

   

Class 3

   

49,267

   

Class 4

   

13,321

   

Class 5

   

182

   

Class 6

   

124

   

Total by class

 

$

1,665,364

   

Total bonds and short term publicly traded

 

$

1,371,038

   

Total bonds and short term privately placed

 

$

294,326

   

Preferred stocks — statement value

 

$

29,060

   

Short term investments — book value

 

$

8,403

   

Cash on deposit

 

$

4,058

   

See Report of Independent Auditors and Notes to Statutory Basis Financial Statements
S-1



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

SELECTED FINANCIAL DATA SCHEDULE

as of and for the year ended December 31, 2014

   

($ in thousands)

 

Life insurance in force:

 

Ordinary

 

$

10,850,589

   

Credit life

 

$

48,898

   

Group

 

$

997,208

   

Amount of accidental death insurance in force under Ordinary policies

 

$

58,668

   

Life insurance policies with disability provisions in force:

 

Ordinary

 

$

33,989

   

Group

 

$

10,874

   

Supplementary contracts in force:

 

Ordinary — not involving life contingencies

 

Amount on deposit

 

$

403

   

Income payable

 

$

518

   

Ordinary — involving life contingencies

 

Income payable

 

$

645

   

Annuities:

 

Ordinary

 

Immediate — amount of income payable

 

$

1,283

   

Deferred — fully paid — account balance

 

$

1,431,556

   

Accident and health insurance — premiums in force:

 

Group

 

$

0

   

Credit

 

$

2,034

   

Other

 

$

41

   

Deposit funds and dividends accumulations:

 

Dividends accumulations — account balance

 

$

1,378

   

See Report of Independent Auditors and Notes to Statutory Basis Financial Statements
S-2



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

SELECTED FINANCIAL DATA SCHEDULE

as of and for the year ended December 31, 2014

   

($ in thousands)

 

Claims payments 2014:

 

Other accident and health

 

2014

 

$

4

   

2013

 

$

19

   

2012

 

$

18

   

2011

 

$

14

   

2010

 

$

0

   

Prior

 

$

316

   

Other coverages that use development methods to calculate claims reserves

 

2014

 

$

71

   

2013

 

$

76

   

2012

 

$

14

   

2011

 

$

12

   

2010

 

$

2

   

Prior

 

$

3

   

See Report of Independent Auditors and Notes to Statutory Basis Financial Statements
S-3



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

SUMMARY INVESTMENT SCHEDULE

as of and for the year ended December 31, 2014

    Gross Investment
Holdings
 

Admitted Assets

 
   

Amounts

 

Percentage

 

Amount

 

Percentage

 
   

($ in thousands)

 

Bonds

 

US Treasury securities

 

$

37,737

     

2.0

%

 

$

37,737

     

2.0

%

 
US government agency obligations (excluding
mortgage-backed securities)
 

Issued by US government agencies

 

Issued by US government sponsored agencies

   

20,035

     

1.1

     

20,035

     

1.1

   
Securities issued by state, territories and
posssessions and political subdivisions in the US
 
States, territories and possessions general
obligations
   

8,153

     

0.4

     

8,153

     

0.4

   
Political subdivisions of states, territories
and possessions
   

2,346

     

0.1

     

2,346

     

0.1

   

Revenue and assessment obligations

   

69,054

     

3.8

     

69,054

     

3.8

   
Mortgage-backed securities (includes residential
and commercial MBS):
 

Pass-through securities:

 

Guaranteed by GNMA

   

1,634

     

0.1

     

1,634

     

0.1

   

Issued by FNMA and FHLMC

   

9,266

     

0.5

     

9,266

     

0.5

   

CMO and REMIC

 

Issued by GNMA,FNMA and FHLMC

   

58,382

     

3.2

     

58,382

     

3.2

   
Issued by non-US government issuers and
collateralized by mortgage-backed securities
issued or guaranteed by agencies shown in
the line above
   

50,966

     

2.8

     

50,966

     

2.8

   

All other

 
Other debt and other fixed income securities
(excluding short term):
 

Unaffiliated domestic securities

   

1,205,759

     

65.9

     

1,205,759

     

65.9

   

Unaffiliated foreign securities

   

193,629

     

10.6

     

193,629

     

10.6

   

Preferred stocks:

 

Unaffiliated

   

29,060

     

1.6

     

29,060

     

1.6

   

Mortgage loans:

 

Commercial loans

   

95,124

     

5.2

     

95,124

     

5.2

   

Contract loans

   

36,782

     

2.0

     

36,782

     

2.0

   

Receivables for securities

 

Cash and short term investments

   

12,461

     

0.7

     

12,461

     

0.7

   

Total invested assets

 

$

1,830,388

     

100.0

%

 

$

1,830,388

     

100.0

%

 

See Report of Independent Auditors and Notes to Statutory Basis Financial Statements
S-4



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

INVESTMENT RISK INTERROGATORIES

for the year ended December 31, 2014

1.  The Company's total admitted assets (excluding Separate Accounts) as of December 31, 2014 were $1.9 billion.

2.  State by investment category the 10 largest exposures to a single issuer/borrower/investment, excluding (i) U.S. Government, U.S. Government agency securities and those U.S. Government money market funds listed in the Appendix to the SVO Purposes and Procedures Manual as exempt, (ii) property occupied by the Company and (iii) policy loans.

Investment Category

 

Amortized Cost

  % of Admitted
Assets
 
   

($ in thousands)

     

Bonds and Mortgage-backed Securities:

 

Fannie Mae

 

$

36,156

     

1.9

%

 

JPMorgan Chase & Co

   

26,401

     

1.4

   

Freddie Mac

   

25,575

     

1.4

   

Morgan Stanley

   

24,840

     

1.3

   

GNMA

   

24,536

     

1.3

   

Bank of America Corp

   

21,228

     

1.1

   

American Tower Corp

   

16,812

     

0.9

   

Commercial Mortgage Trust

   

16,198

     

0.9

   

Goldman Sachs Group Inc

   

15,029

     

0.8

   

WF-RBS Commercial Mortgage Trust

   

14,247

     

0.8

   

3.  State the amounts and percentages of the reporting entity's total admitted assets held in bonds, short term, cash equivalents and preferred stocks by NAIC rating.

Investment Category

 

Amortized Cost

  % of Admitted
Assets
 
   

($ in thousands)

     
Bonds, short term investments
and cash equivalents:
 

NAIC Rated 1

 

$

929,395

     

50.0

%

 

NAIC Rated 2

   

673,075

     

36.2

   

NAIC Rated 3

   

49,267

     

2.6

   

NAIC Rated 4

   

13,321

     

0.7

   

NAIC Rated 5

   

182

     

0.0

   

NAIC Rated 6

   

124

     

0.0

   

Preferred stocks:

 

NAIC Rated 2

   

28,352

     

1.5

%

 

NAIC Rated 3

   

708

     

0.0

   

See Report of Independent Auditors and Notes to Statutory Basis Financial Statements
S-5



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

INVESTMENT RISK INTERROGATORIES

for the year ended December 31, 2014

4.  State the amounts and percentages of the reporting entity's total admitted assets held in foreign investments:

  4.01  Are assets held in foreign investments less than 2.5% of the reporting entity's total admitted assets. No.

  4.02  Total admitted assets held in foreign investments of $141.9 million (7.6% of total admitted assets).

  4.03  Foreign-currency denominated investments of $0

  4.04  Insurance liabilities denominated in that same foreign currency of $0

5.  Aggregate foreign investment exposure categorized by NAIC sovereign rating:

NAIC Rating

 

Book Value

  % of Admitted
Assets
 
   

($ in thousands)

     

Countries rated NAIC-1

 

$

139,868

     

7.5

%

 

Countries rated NAIC-2

   

2,016

     

0.1

   

6.  The Company's largest foreign investment exposures in a single country, categorized by the country's NAIC rating:

NAIC Rating

 

Book Value

  % of Admitted
Assets
 
   

($ in thousands)

     

Countries rated NAIC-1

 

United Kingdom

 

$

47,566

     

2.6

%

 

Australia

   

31,952

     

1.7

   

Countries rated NAIC-2

 

Brazil

   

1,315

     

0.1

   

Mexico

   

700

     

0.0

   

10.  The Company's largest non-sovereign (i.e. non-governmental) foreign issues:

Issuer

 

NAIC Rating

 

Book Value

  % of Admitted
Assets
 
       

($ in thousands)

     

Banco Santander SA

  1 FE  

$

7,999

     

0.4

%

 

Macquarie Group LTD

  2 FE    

6,998

     

0.4

   

Peugeot SA

  3 FE    

6,995

     

0.4

   

Enel SPA

  2 FE    

6,973

     

0.4

   

Willis Group Holding PLC

  2 FE    

6,956

     

0.4

   

Australia & New Zealand Banking

  1 FE    

5,990

     

0.3

   

Koninklijke Philips Electronic

  1 FE    

5,858

     

0.3

   

Axis Capital Holdings LTD

 

P2LFE

   

5,575

     

0.3

   

Anglo American PLC

  2 FE    

4,999

     

0.3

   

ING Groep Nv

  1 FE    

4,999

     

0.3

   

See Report of Independent Auditors and Notes to Statutory Basis Financial Statements
S-6



PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

(a wholly-owned subsidiary of Protective Life Insurance Company)

INVESTMENT RISK INTERROGATORIES

for the year ended December 31, 2014

11.  Amounts and percentages of the reporting entity's total admitted assets held in Canadian investments and unhedged Canadian currency exposure:

  11.01  Are assets held in Canadian investments less than 2.5% of the reporting entity's total admitted assets. No

  11.02  Total admitted assets held in Canadian investments of $57.6 million or 3.1%.

  11.03  Canadian-currency-denominated investments of $0.

  11.04  Supporting Canadian-denominated insurance liabilities of $0.

  11.05  Unhedged Canadian currency exposure of $0.

16.  The Company's mortgage loan portfolio is $95.1 million or 5.1% of the Company's total admitted assets.

Information regarding the Company's 10 largest mortgage interests is as follows:

Type

 

Book Value

  % of Admitted
Assets
 
   

($ in thousands)

     

Commercial

 

$

4,667

     

0.3

%

 

Commercial

   

4,130

     

0.2

   

Commercial

   

4,046

     

0.2

   

Commercial

   

3,750

     

0.2

   

Commercial

   

3,078

     

0.2

   

Commercial

   

3,050

     

0.2

   

Commercial

   

2,914

     

0.2

   

Commercial

   

2,903

     

0.2

   

Commercial

   

2,773

     

0.1

   

Commercial

   

2,662

     

0.1

   

The Company had no construction loans, loans over 90 days past due, loans in the process of foreclosure, loans foreclosed, or restructured loans at December 31, 2014.

17.  Mortgage loans had the following loan-to-value ratios, as determined by the date of the last appraisal:

Commercial

 

Book Value

  % of Admitted
Assets
 
   

($ in thousands)

     

Above 95%

 

$

0

     

0.0

%

 
91 to 95%    

0

     

0.0

   
81 to 90%    

0

     

0.0

   
71 to 80%    

2,080

     

0.1

   

Below 70%

   

93,044

     

5.0

   

Note: Interrogatories 7 through 9, 12 through 15, and 18 through 23 were not applicable.

See Report of Independent Auditors and Notes to Statutory Basis Financial Statements
S-7




PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(a)  Financial Statements:

All required financial statements are included in Part A and Part B of this Registration Statement.

(b)  Exhibits:

1.  Resolution of the Board of Directors of Protective Life and Annuity Insurance Company (formerly American Foundation Life Company) authorizing establishment of the Variable Annuity Account A of Protective Life (1)

2.  Not applicable

3.  (a)  Distribution Agreement between IDI and PLAIC (7)

(b)  Second Amended Distribution Agreement between IDI and PLAIC (9)

4.  (a)  Form of Individual Flexible Premium Deferred Variable and Fixed Annuity Contract (8)

(b)  Contract Schedule for Individual Contracts (8)

(c)  Guaranteed Account Endorsement (8)

(d)  Waiver of Surrender Charge Endorsement for Terminal Illness or Nursing Home Confinement (8)

(e)  SecurePay 5 Rider (11)

(f)  SecurePay 5 Spousal Continuation Rider (11)

(g)  Protective Income Manager Rider (11)

(h)  Qualified Retirement Plan Endorsement (8)

(i)  Roth IRA Endorsement (8)

(j)  Traditional IRA Endorsement (8)

(k)  Maximum Anniversary Value Death Benefit Rider (8)

(l)  Return of Purchase Payments Death Benefit Rider (8)

(m)  Medical Evaluation for Enhanced GMWB Withdrawal Percentages (8)

(n)  Annuitization Bonus Endorsement (8)

5.  (a)  Form of Contract Application for Individual Flexible Premium Deferred Variable and Fixed Annuity Contract (10)

6.  (a)  Charter of Protective Life and Annuity Insurance Company (1)

(b)  By-Laws of Protective Life and Annuity Insurance Company (1)

7.  Reinsurance Agreement not applicable

8.  (a)  Participation Agreement (Oppenheimer Variable Account Funds) (2)

(b)  Participation Agreement (Lord Abbett Series Fund) (2)

(c)  Participation Agreement (Goldman Sachs Variable Insurance Trust) (2)

  (i)  Amendment to Participation Agreement re Summary Prospectus (Goldman Sachs Variable Insurance Trust) (5)

(d)  Participation Agreement (Fidelity ® Variable Insurance Products) (2)

(e)  Participation Agreement (Franklin Templeton Variable Insurance Products Trust) (2)

  (i)  Amendment to Participation Agreement re Summary Prospectus (Franklin Templeton Variable Insurance Products Trust) (5)

(f)  Rule 22c-2 Shareholder Information Agreement (Franklin Templeton Variable Insurance Products Trust) (2)

(g)  Rule 22c-2 Shareholder Information Agreement (Goldman Sachs Variable Insurance Trust) (2)

(h)  Rule 22c-2 Shareholder Information Agreement (Lord Abbett Series Fund) (2)

(i)  Rule 22c-2 Shareholder Information Agreement (Oppenheimer Variable Account Funds) (4)


C-1



(j)  Participation Agreement (Legg Mason) (3)

(k)  Participation Agreement (PIMCO) (3)

  (i)  Form of Novation and Amendment to Participation Agreement (PIMCO) (5)

  (ii)  Amendment to Participation Agreement re Summary Prospectus (PIMCO Variable Insurance Products Trust) (5)

(l)  Participation Agreement (Royce Capital) (3)

(m)  Rule 22c-2 Information Sharing Agreement (Royce) (3)

(n)  Participation Agreement (AIM Variable Insurance Funds (Invesco Variable Insurance Funds)) (6)

(o)  Form of Participation Agreement (American Funds) (11)

9.  Opinion and Consent of Max Berueffy, Esq. (11)

10.  (a)  Consent of Sutherland Asbill & Brennan LLP (11)

(b)  Consent of PricewaterhouseCoopers LLP (11)

11.  No financial statements will be omitted from Item 23

12.  Not applicable

13.  Not applicable

14.  Powers of attorney (10)

(1)   Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement, (File No. 333-41577) filed with the Commission on April 15, 1998.

(2)   Incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-153043) filed with the Commission on April 30, 2009.

(3)   Incorporated herein by reference to the Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-153043) filed with the Commission on October 29, 2009.

(4)   Incorporated herein by reference to the Post-Effective Amendment No. 17 to the Form N-4 Registration Statement (File No. 33-70984) filed with the Commission on April 27, 2007.

(5)   Incorporated herein by reference to the Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-146508) filed with the Commission on April 28, 2011.

(6)   Incorporated herein by reference to the Post-Effective Amendment No. 19 to the Form N-4 Registration Statement (File No. 333-113070) filed with the Commission on April 25, 2011.

(7)   Incorporated herein by reference to Post-Effective Amendment No. 5 to the Form N-4 Registration Statement (File No. 333-153043), filed with the Commission on September 19, 2011.

(8)   Incorporated herein by reference to the initial filing of the Form N-4 Registration Statement (File No. 333-179963), filed with the Commission on March 7, 2012.

(9)   Incorporated herein by reference to the Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-179963), filed with the Commission on April 29, 2014.

(10)   Incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-201920), filed with the Commission on February 6, 2015.

(11)   Filed herewith.


C-2



Item 25. Directors and Officers of Depositor.

Name and Principal Business Address

 

Position and Offices with Depositor

 
John D. Johns
Wayne E. Stuenkel
Richard J. Bielen
Michael G. Temple
Deborah J. Long
Carl S. Thigpen
Steven G. Walker

Nancy Kane

John Sawyer
Frank Sottosanti
Robert R. Bedwell III
Lance P. Black
Mark Cyphert

Phillip E. Passafiume
Steve M. Callaway
David M. Loper
Barrie B. Stokes
Stephane Goyer
Wade Harrison
Kevin B. Borie
Aaron C. Seurkamp
  Director
President, Chief Actuary, and Director
Vice Chairman, Chief Financial Officer, and Director
Executive Vice President and Chief Risk Officer
Executive Vice President, General Counsel, and Secretary
Executive Vice President and Chief Investment Officer
Senior Vice President, Chief Accounting Officer and
Controller
Senior Vice President, Acquisitions and Corporate
Development
Senior Vice President and Chief Distribution Officer
Senior Vice President and Chief Marketing Officer
Senior Vice President, Mortgage Loans
Senior Vice President and Treasurer
Senior Vice President, Chief Information and Operations
Officer
Senior Vice President, Director of Fixed Income
Senior Vice President and Senior Associate Counsel
Senior Vice President and Senior Associate Counsel
Senior Vice President and Senior Associate Counsel
Senior Vice President and Head of Insurance Risk
Senior Vice President and Chief Product Actuary
Senior Vice President and Chief Valuation Actuary
Senior Vice President, Life Sales
 

*  Unless otherwise indicated, principal business address is 2801 Highway 280 South, Birmingham, Alabama 35223.

Item 26. Persons Controlled by or Under Common Control With the Depositor and Registrant.

The registrant is a segregated asset account of the Company and is therefore owned and controlled by the Company. All of the Company's outstanding voting common stock is owned by Protective Life Corporation. Protective Life Corporation is described more fully in the prospectus included in this registration statement. Various companies and other entities controlled by Protective Life Corporation may therefore be considered to be under common control with the registrant or the Company. Such other companies and entities, together with the identity of their controlling persons (where applicable), are set forth in Exhibit 21 to Form 10-K of Protective Life Corporation for the fiscal year ended December 31, 2014 (File No. 1-11339) filed with the Commission on February 26, 2015 and is incorporated herein by reference.

Item 27. Number of Contractowners.

As of May 31, 2015, there were no contract owners of Protective Variable Annuity NY II B Series individual flexible premium deferred variable and fixed annuity contracts offered by Registrant.

Item 28. Indemnification of Directors and Officers.

Article XI of the By-laws of Protective Life provides, in substance, that any of Protective Life's directors and officers, who is a party or is threatened to be made a party to any action, suit or proceeding, other than an action by or in the right of Protective Life, by reason of the fact that he is or was an officer or


C-3



director, shall be indemnified by Protective Life against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such claim, action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Protective Life and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. If the claim, action or suit is or was by or in the right of Protective Life to procure a judgment in its favor, such person shall be indemnified by Protective Life against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Protective Life, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to Protective Life unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. To the extent that a director or officer has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified by Protective Life against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith, not withstanding that he has not been successful on any other claim issue or matter in any such action, suit or proceeding. Unless ordered by a court, indemnification shall be made by Protective Life only as authorized in the specific case upon a determination that indemnification of the officer or director is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to, or who have been successful on the merits or otherwise with respect to, such claim action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (c) by the shareholders.

In addition, the executive officers and directors are insured by PLC's Directors' and Officers' Liability Insurance Policy including Company Reimbursement and are indemnified by a written contract with PLC which supplements such coverage.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 29. Principal Underwriter.

(a)  Investment Distributors, Inc. ("IDI") is the principal underwriter of the Contracts as defined in the Investment Company Act of 1940. IDI is also principal underwriter for the Protective Variable Life Separate Account, Protective Variable Annuity Separate Account, and Protective Acquired Variable Annuity Separate Account.

(b)  The following information is furnished with respect to the officers and directors of Investment Distributors, Inc.


C-4



Name and Principal
Business Address*
 
Position and Offices
 
Position and Offices with Registrant
 
Edwin V. Caldwell
  President and Director
  Vice President, New Business
Operations
 
Barry K. Brown
  Assistant Secretary
  Second Vice President, LLC
Commissions
 
Letitia Morsch
  Assistant Secretary
  Second Vice President, Annuity
and VUL Administration
 
Steve M. Callaway
  Chief Compliance Officer,
Secretary and Director
  Senior Associate Counsel
 

Julena Johnson

 

Assistant Compliance Officer

 

Senior Compliance Analyst II

 

Carol Majewski

 

Assistant Compliance Officer

 

Director II, Compliance

 
Joseph F. Gilmer
  Chief Financial Officer and
Director
 

Assistant Vice President, Financial Reporting

 

Lawrence J. Debnar

 

Assistant Financial Officer

 

Vice President, Financial Reporting

 

Rayburn Tennent

 

Assistant Financial Officer

 

None

 

*  Unless otherwise indicated, principal business address is 2801 Highway 280 South, Birmingham, Alabama, 35223.

(c)  The following commissions were received by each principal underwriter, directly or indirectly, from the Registrant during the Registrant's last fiscal year:

(1) Name of Principal
Underwriter
  (2) Net Underwriting
Discounts and Commissions
  (3) Compensation on
Redemption
  (4) Brokerage
Commissions
  (5) Other
Compensation
 

Investment Distributors, Inc.

   

N/A

     

None

     

N/A

     

N/A

   

Item 30. Location of Accounts and Records.

All accounts and records required to be maintained by Section 31(c) of the Investment Company Act of 1940 and the rules thereunder are maintained by Protective Life and Annuity Insurance Company at 2801 Highway 280 South, Birmingham, Alabama 35223.

Item 31. Management Services.

All management contracts are discussed in Part A or Part B.

Item 32. Undertakings.

(a)  Registrant hereby undertakes to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen (16) months old for so long as payments under the variable annuity contracts may be accepted.

(b)  Registrant hereby undertakes to include either (1) as part of any application to purchase a contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information.

(c)  Registrant hereby undertakes to deliver any Statement of Additional Information and any financial statement required to be made available under this Form promptly upon written or oral request.

(d)  Protective Life hereby represents that the fees and charges deducted under the Contract, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Protective Life.


C-5



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant of this Registration Statement has duly caused this Pre-effective Amendment to the Registration Statement on Form N-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on June 19, 2015.

VARIABLE ANNUITY ACCOUNT A OF
PROTECTIVE LIFE

By:  *

  Wayne E. Stuenkel, President
  Protective Life and Annuity Insurance Company

  PROTECTIVE LIFE AND ANNUITY
  INSURANCE COMPANY

By:  *

  Wayne E. Stuenkel, President
  Protective Life and Annuity Insurance Company

As required by the Securities Act of 1933, this Pre-effective amendment to the Registration Statement on Form N-4 has been signed by the following persons in the capacities and on the dates indicated:

Signature  

Title

 

Date

 
*
Wayne E. Stuenkel
 

President, Chief Actuary and Director (Principal Executive Officer)

 

June 19, 2015

 
*
John D. Johns
 

Director

 

June 19, 2015

 
*
Richard J. Bielen
  Vice Chairman, Chief Financial Officer and Director
(Principal Financial Officer)
 

June 19, 2015

 
*
Steven G. Walker
  Senior Vice President, Controller
and Chief Accounting Officer (Principal Accounting Officer)
 

June 19, 2015

 
*BY: /S/ MAX BERUEFFY
Max Berueffy
Attorney-in-Fact
   

June 19, 2015

 


C-6



Exhibit Index

4.(e)  SecurePay 5 Rider

4.(f)  SecurePay 5 Spousal Continuation Rider

4.(g)  Protective Income Manager Rider

8.(o)  Form of Participation Agreement (American Funds)

9.  Opinion and Consent of Max Berueffy Esq.

10.(a)  Consent of Sutherland Asbill & Brennan LLP

10.(b)  Consent of PricewaterhouseCoopers LLP



Exhibit 99.4(e)

 

PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY          [ P. O. BOX 1928           BIRMINGHAM, ALABAMA 35282-8238 ]

 

RIDER SCHEDULE

 

Contract #

 

[  VA00000001  ]

 

 

 

Owner 1 Name:

 

[ John Doe ]

 

 

 

Rider Effective Date:

 

The Contract’s Issue Date (called the “Issue Date” in this rider).

 

 

 

Rider Purchase Age Limits on the Issue Date:

 

We will not issue a rider with the Benefit described herein if any Owner or Annuitant is younger than Age [ 60 ] or older than Age [ 85 ] .

 

 

 

Annual Benefit Cost on the Issue Date:

 

[ 1.20% ] (Guaranteed for the first fee calculation date after the Issue Date. It may be changed as described in the Rider’s ‘Benefit Cost’ provision, subject to the Maximum Annual Benefit Cost shown below.)

 

 

 

Maximum Annual Benefit Cost:

 

2.00%

 

 

 

Initial Benefit Base on the Issue Date:

 

[ $100,000.00 ]

 

 

 

Maximum Benefit Base:

 

$5,000,000.00 (5 million dollars)

 

 

 

Limitations on Additional Purchase Payments:

 

In addition to the specific Purchase Payment limitations shown on the Contract’s Schedule, Purchase Payments are not permitted on or after the Benefit Election Date.

 

 

 

Contract Allocation Restrictions on the Issue Date:

 

Either your entire Contract allocation must be to a single permissible Model Portfolio, or the entire allocation must meet the following Allocation by Investment Category (“AIC”) guidelines:

· At least [ 40% ] must be allocated to Category 1 (Conservative);

· Not more than [ 60% ] may be allocated to Category 2 (Moderate);

· Not more than [ 25% ] may be allocated to Category 3 (Aggressive); and

· No Contract Value may be allocated to Category 4 (Not Permitted).

Permissible Model Portfolios and Investment Options available in each category as of the Issue Date are shown in the ‘Permissible Model Portfolio & Investment Options Category Table’ at the end of this rider.

 

 

 

[ Roll-Up Percentage:

 

[ 5.00% ] (FOR CALCULATION OF ROLL-UP VALUES DURING THE ROLL-UP PERIOD PRIOR TO THE BENEFIT ELECTION DATE) ]

 

[ Withdrawal Percentages

(FOR CALCULATION OF ANNUAL WITHDRAWAL AMOUNTS ON AND AFTER THE BENEFIT ELECTION DATE)

 

Number of Covered Persons on the Benefit Election Date

 

Withdrawal Percentage

One Covered Person

 

[ 5.00% ]

Two Covered Persons

 

[ 4.50% ] ]

 

PROTECTED LIFETIME INCOME BENEFIT RIDER

 

We are amending the Contract to which this rider is attached to add a Protected Lifetime Income Benefit (the “Benefit”).  The terms and conditions in this rider supersede any conflicting provision in the Contract beginning on the Issue Date and continuing until the rider is terminated.  Contract provisions not expressly modified by this rider remain in full force and effect.

 

Protected Lifetime Income Benefit — Subject to the terms and conditions of this rider, beginning on the Benefit Election Date and continuing on each Contract Anniversary thereafter during the lifetime of a Covered Person, you may take aggregate annual withdrawals from the Contract that do not exceed the Annual Withdrawal Amount regardless of the Contract Value at that time.

 

1



 

DEFINITIONS

 

Annual Withdrawal Amount:  The maximum amount that may be withdrawn from the Contract each Contract Year after the Benefit Election Date without reducing the Benefit Base.

 

Benefit Base:  The amount determined according to the terms of this rider and used to calculate the Annual Withdrawal Amount and the monthly fee.  The Benefit Base may not exceed the Maximum Benefit Base shown on the Rider Schedule.

 

Benefit Election Date:  The date as of which we first calculate the Annual Withdrawal Amount and the date on which guaranteed withdrawals may begin.

 

Benefit Period:  The period of time between the Benefit Election Date and the earlier of the Annuity Date or the rider termination date.

 

Covered Person:  The person or persons upon whose lives the benefits of this rider are based.  There may not be more than two Covered Persons.  On and after the Benefit Election Date, the Covered Person (or one of the two Covered Persons) must be named as the Annuitant.

 

BENEFIT COST AND FEES

 

Benefit Cost — On the Issue Date, the Annual Benefit Cost (“Benefit Cost”) as a percentage of the Benefit Base is shown in the Rider Schedule.  We have the right to change the Benefit Cost at any time after the first fee calculation date based primarily on our actual cost of providing the Benefit.  Any such change will apply on a nondiscriminatory basis to all contracts of the same actuarial class.  A ‘ fee calculation date ’ is the Valuation Period that includes the same day of the month as the Issue Date, or the last Valuation Period of the month if that date does not occur during the month.  The Benefit Cost as a percentage of the Benefit Base will never exceed the Maximum Annual Benefit Cost shown on the Rider Schedule.  We will notify you of the new Benefit Cost in writing at the address contained in our records not less than 30 days prior to the date on which the new Benefit Cost becomes effective.

 

You may avoid changes in the Benefit Cost.  We must receive your instructions declining the change before the Valuation Period during which the new Benefit Cost becomes effective.  However, if you decline a Benefit Cost change, each Step-Up Anniversary Value that follows will equal $0, and the roll-up period will end.

 

Monthly Fee — Beginning on the first fee calculation date following the Issue Date and continuing monthly until the Benefit terminates, we will calculate the fee for this rider and deduct that amount from the Contract Value.

 

We calculate the monthly fee in arrears by multiplying the monthly equivalent of the Benefit Cost by the Benefit Base as of the fee calculation date, using the formula below:

 

Monthly Fee = [1 – (1 – Benefit Cost ) 1/12 ]  x  Benefit Base as of the calculation date.

 

Deducting the Monthly Fee — We deduct the monthly fee as of the Valuation Period immediately following the Valuation Period during which it was calculated.  The monthly fee is deducted from the Investment Options in the same proportion that the value of each bears to the total Contract Value on that date.  Deduction of the monthly fee will not reduce the Benefit Base or the Annual Withdrawal Amount.

 

2



 

THE BENEFIT BASE

 

The Benefit Base is used for calculation purposes only and does not represent accessible Contract Value.  The Benefit Base cannot be withdrawn in a lump sum and is not payable as a death benefit.

 

Determining the Benefit Base — The initial Benefit Base is equal to the Contract Value on the Issue Date. Thereafter, we increase the Benefit Base dollar-for-dollar for Purchase Payments credited to the Contract before the 2 nd  Contract Anniversary and before the Benefit Election Date.  We reduce the Benefit Base pro-rata for each withdrawal before the Benefit Election Date.  The pro-rata reduction for each withdrawal is the amount that reduces the Benefit Base in the same proportion that the amount deducted from the Contract Value to satisfy the withdrawal request reduced the Contract Value as of the Valuation Period during which the withdrawal was deducted.

 

Purchase Payments applied to the Contract

on and after the 2 nd  Contract Anniversary

do not increase the Benefit Base.

 

Step-Ups and Roll-Ups — On each Contract Anniversary we compare the Benefit Base to the Step-Up Anniversary Value and the Roll-Up Value, if one is calculated. The greatest of these will become the new Benefit Base as of that Contract Anniversary.

 

Step-Up Anniversary Value .  We calculate a Step-Up Anniversary Value on each Contract Anniversary.  The ‘ Step-Up Anniversary Value ’ is equal to the Contract Value as of that Contract Anniversary minus Purchase Payments credited to the Contract on or after the 2 nd  Contract Anniversary.  However, if you have declined a Benefit Cost change, each Step-Up Anniversary Value that follows will be deemed to be $0.

 

Roll-Up Value .  We calculate a Roll-Up Value only on Contract Anniversaries that occur during the ‘ roll-up period ’ described below.  The ‘ Roll-Up Value ’ on any such Contract Anniversary is equal to:

 

1)              the Benefit Base as of the Valuation Period immediately before that Contract Anniversary; plus

 

2)              the roll-up amount on that Contract Anniversary.

 

Generally, the ‘ roll-up amount ’ on a Contract Anniversary is equal to the Benefit Base on the prior Contract Anniversary reduced pro rata (as described in the ‘Determining the Benefit Base’ provision) for withdrawals made since that date, multiplied by the applicable Roll-Up Percentage shown on the Rider Schedule.  However, the roll-up amount on the 1 st  Contract Anniversary is equal to the sum of all Purchase Payments credited to the Contract within 120 days after the Issue Date, reduced pro rata for withdrawals made since the Issue Date, multiplied by the applicable Roll-Up Percentage shown on the Rider Schedule.  Also, if on any Contract Anniversary for which a Roll-Up Value is being calculated, the Contract Value is less than 50% of the Benefit Base immediately prior to that Contract Anniversary, the roll-up amount is equal to $0.

 

Roll-Up Period.   The roll-up period starts on the Issue Date and ends on the Valuation Period immediately following the 10 th  Contract Anniversary on which we increase the Benefit Base to equal either the Step-Up Anniversary Value or the Roll-Up Value.  When determining the duration of the roll-up period, we will not count Contract Anniversaries on which the Benefit Base does not increase.

 

However, the roll-up period will end on the Valuation Period during which any of the following first occur:

 

1)              you decline a Benefit Cost change; or

 

2)              you establish the Benefit Election Date; or

 

3)              the rider terminates.

 

3



 

THE BENEFIT PERIOD

 

Establishing the Benefit Election Date — You must establish the Benefit Election Date to start the Benefit Period and access the guaranteed withdrawals provided by this rider.  To establish the Benefit Election Date, you must notify us that you are doing so, instruct us to calculate the Annual Withdrawal Amount based on either one or two lives (‘Covered Persons’) and (if we request it) provide proof of Age for the Covered Person(s).  You must also change the Annuitant (if necessary) so that she or he is a Covered Person.  The Benefit Election Date may not be earlier than the date on which the Covered Person (or the younger of the two Covered Persons) attains age 59½, nor later than the Annuity Date.

 

Since additional Purchase Payments are not accepted on or after the Benefit Election Date, any Automatic Purchase Plan in effect on the Benefit Election Date will be terminated as of that date.

 

Automatic Withdrawals established prior to the Benefit Period terminate as of the Benefit Election Date.

 

Individuals Eligible to be Named as a Covered Person — A Covered Person must be a living person who, on the Benefit Election Date, is either:

 

1)              an Owner of the Contract (or the Annuitant, if the sole Owner is not an individual); or

 

2)              the spouse of the sole Owner of the Contract (or the Annuitant’s spouse, if the sole Owner is not an individual), but only if the spouse is the sole Primary Beneficiary.

 

If there is one Owner, then the Owner (Annuitant) is the sole Covered Person if she or he either is not married, or is married but the spouse is not the sole Primary Beneficiary.

 

If there is one Owner and the sole Primary Beneficiary is the Owner’s (Annuitant’s) spouse, then:

 

1)              the Owner (Annuitant) is the Covered Person if the Annual Withdrawal Amount is based on one life.

 

2)              both spouses are Covered Persons if the Annual Withdrawal Amount is based on two lives.

 

If there are two Owners and they are married to each other, then:

 

1)              the older of the two is the Covered Person if the Annual Withdrawal Amount is based on one life.

 

2)              both spouses are Covered Persons if the Annual Withdrawal Amount is based on two lives.

 

If there are two Owners and they are not married to each other, the older of the two is the sole Covered Person.

 

For the purposes of this rider, the terms “married” and “spouse” include bona fide domestic partners or civil union partners in states that afford legal recognition to domestic partnerships or civil unions.  However, whether domestic partners or parties to a civil union will be treated as “spouses” for federal tax purposes depends upon applicable state and federal law.  You should consult a qualified tax professional about your specific situation prior to establishing the Benefit Election Date.

 

Calculating the Annual Withdrawal Amount — The Annual Withdrawal Amount is equal to the Benefit Base as of the date the Annual Withdrawal Amount is being calculated, multiplied by the applicable Withdrawal Percentage shown on the Rider Schedule.

 

The initial Annual Withdrawal Amount is calculated as of the Benefit Election Date.  Thereafter, we re-calculate the Annual Withdrawal Amount only on Contract Anniversaries, and only if the Benefit Base (or the applicable Withdrawal Percentage, if the Rider Schedule shows that it varies based on the (younger) Covered Person’s age on the calculation date) changed since the Annual Withdrawal Amount was last calculated.

 

4



 

Accessing the Annual Withdrawal Amount — During the Benefit Period, you may request withdrawals individually or instruct us to send you specific amounts periodically.  Your request must include all the information necessary for us to remit the requested amounts.  This includes (if we request it) proof that the Covered Person(s) is (are) alive on the withdrawal date.

 

Withdrawals made during the Benefit Period reduce the Contract Value and the death benefit in the same manner as withdrawals made prior to the Benefit Election Date.  We do not assess applicable surrender charges, if any, on aggregate withdrawals during a Contract Year that do not exceed the Annual Withdrawal Amount.  However, withdrawals count against any free withdrawal amounts that would otherwise be available.

 

The Annual Withdrawal Amount is not cumulative.  You may take the entire Annual Withdrawal Amount each Contract Year, but if you do not, the remaining portion does not carry forward.  During the Benefit Period, aggregate withdrawals in any Contract Year that do not exceed the Annual Withdrawal Amount do not reduce the Benefit Base.

 

Excess Withdrawals — During the Benefit Period any portion of a withdrawal that, when aggregated with all prior withdrawals during that Contract Year, exceeds the Annual Withdrawal Amount constitutes an excess withdrawal.  We will not recalculate the Annual Withdrawal Amount until the next Contract Anniversary, so any subsequent withdrawal taken that Contract Year is also an excess withdrawal.  We assess applicable surrender charges, if any, on excess withdrawals.  If any portion of any requested withdrawal would be an excess withdrawal, we will not process the request until you have been notified of the excess amount and we provide you the opportunity to reduce or cancel the request.

 

Each excess withdrawal results in an immediate reduction of the Benefit Base.  If, immediately after the excess withdrawal, the Contract Value minus any non-excess portion of the withdrawal is greater than the Benefit Base, we reduce the Benefit Base by the amount of the excess withdrawal including applicable surrender charges, if any.  Otherwise, we reduce the Benefit Base by the same proportion that the excess withdrawal including applicable surrender charges, if any, reduced the Contract Value as of the Valuation Period during which the excess withdrawal request was processed.

 

Because the Benefit Base is used to calculate Annual Withdrawal Amounts, reduction of the Benefit Base due to excess withdrawals will result in a permanent reduction in future Annual Withdrawal Amounts and could reduce future Annual Withdrawal Amounts by more than the dollar amount of the excess withdrawals.

 

If you would like to make an excess withdrawal and are uncertain how an excess withdrawal will impact your future Annual Withdrawal Amounts, you may contact us prior to requesting the withdrawal to obtain a personalized, transaction-specific calculation showing the effect of the excess withdrawal.

 

If you have instructed us to send you all or a portion of the Annual Withdrawal Amount periodically in specific amounts, an excess or unscheduled withdrawal automatically terminates those periodic withdrawals.  If any Contract Value remains after the excess withdrawal, you may instruct us to resume sending periodic withdrawals to you beginning on the next Contract Anniversary based on the recalculated Annual Withdrawal Amount.

 

Reduction of the Contract Value to $0 After the Benefit Election Date — If an excess withdrawal including applicable surrender charges, if any, reduces the Contract Value to $0, the Contract will terminate as of that date.  If after the Benefit Election Date, a non-excess withdrawal, negative investment performance, and/or deduction of any charges or fees reduces the Contract Value to $0, we will pay the Benefit under this rider as follows:  1) we will pay the remaining Annual Withdrawal Amount not yet withdrawn in the current Contract Year, if any, in a lump sum; and 2) we will establish the Annuity Date on the next Contract Anniversary and will begin monthly fixed annuity income payments for the life of the (last surviving) Covered Person in an amount equal to the Annual Withdrawal Amount as of the Annuity Date divided by 12, less an adjustment for any applicable premium tax.  On and after the date the Contract Value is reduced to $0, no death benefit is payable, no other Annuity Options are available, and the Annual Withdrawal Amount will not change.

 

5



 

Required Minimum Distributions — Withdrawals in excess of the Annual Withdrawal Amount are permitted to satisfy required minimum distributions (RMD) under Internal Revenue Code Section 401(a)(9) as they apply to amounts attributable to the Contract.  These withdrawals will not be treated as excess withdrawals under this rider provided:

 

1)              you notify us in writing at the time you request the withdrawal that it is intended to satisfy RMD requirements; and

 

2)              we calculate the RMD amount based solely on the applicable end-of-year value of this Contract.

 

The timing and amount of the non-excess RMD withdrawal we permit from this Contract may be more restrictive than allowed under IRS rules, and may not satisfy the annual RMD requirements for all of the tax-qualified contracts you own.

 

Death or Divorce of a Covered Person After the Benefit Election Date — If the Annual Withdrawal Amount is based on the life of one Covered Person, this rider terminates upon the Covered Person’s death.  If the Annual Withdrawal Amount is based on the lives of two Covered Persons and they divorce or one of them dies, the applicable Withdrawal Percentage will continue to be determined, and the Annual Withdrawal Amount will continue to be calculated, as if no divorce or death had occurred, and this rider terminates upon the death of the last surviving Covered Person.

 

Spousal Continuation After the Benefit Election Date — The surviving spouse of a sole Covered Person who, pursuant to the Contract’s ‘Payment of the Death Benefit’ provision, continues the Contract may at that time also purchase a new rider with the Benefit described herein, if we are offering one.  The surviving spouse must meet the Rider Purchase Age Limits in effect on the date the new rider is purchased.  Only the surviving spouse is eligible to be a Covered Person under the new rider, and the rider will terminate upon the death of that Covered Person.

 

Establishing the Benefit Election Date on the Maximum Annuity Date — If this rider is in force on the Maximum Annuity Date and you have not previously established the Benefit Election Date, it will be established for you, as follows:

 

1)              the Benefit Election Date, and the calculation date for the Annual Withdrawal Amount, will be the Maximum Annuity Date; and

 

2)              the Annual Withdrawal Amount will be calculated using the applicable Withdrawal Percentage shown on the Rider Schedule based on one Covered Person’s life:  either the sole person eligible to be a Covered Person, or the older person if two people are eligible to be Covered Persons.  That Covered Person will become the sole Annuitant as of the Maximum Annuity Date, if she or he was not already so named.

 

This provision does not apply if you established the Benefit Election Date prior to the Maximum Annuity Date.

 

Additional Annuity Option as of the Maximum Annuity Date — If this rider is in force on the Maximum Annuity Date, in addition to the other Annuity Options available to you under the Contract, you may select the “Annual Withdrawal Amount” Annuity Option that will pay monthly payments for the life of the (last surviving) Covered Person equal to the Annual Withdrawal Amount as of the Maximum Annuity Date divided by 12, less an adjustment for any applicable premium tax.  This “Annual Withdrawal Amount” Annuity Option is available whether or not the Contract Value applied to the option is sufficient to support the payments.

 

If you have not selected an Annuity Option, we will start sending monthly fixed annuity income payments one month after the Maximum Annuity Date.  Payments will be an amount equal to the greater of:

 

1)              the Annual Withdrawal Amount as of the Maximum Annuity Date divided by 12, less an adjustment for any applicable premium tax.  If this is the monthly payment amount, it will be paid for the life of the (last surviving) Covered Person.

 

2)              the results of applying the Contract Value as of the Valuation Period that includes the Maximum Annuity Date plus any applicable Annuity Option bonus, less any applicable premium tax, to Annuity Option B with a monthly payment mode and a 10-year Certain Period based on the life (lives) of the Covered Person(s).  If this is the monthly payment amount, it will be paid for the life of the (last surviving) Covered Person, or for 10 years, whichever is longer.

 

6



 

If you have selected an Annuity Option, we will distribute the entire interest in the Contract according to the Annuity Option you have selected.

 

Annuity Date Prior to the Maximum Annuity Date — If you select an Annuity Date that occurs before the Maximum Annuity Date, the Contract Value as of the Valuation Period that includes the Annuity Date, less any applicable premium tax, may be taken in a lump sum, or that amount may be applied as described in the Contract’s ‘ANNUITY INCOME PAYMENTS’ section.  The “Annual Withdrawal Amount” Annuity Option, described in the provision above, is not available.

 

GENERAL PROVISIONS

 

Restrictions on Allocation, Transfer and Surrender of Contract Value — While this rider is in force, your Contract allocation is restricted.  Either the entire allocation must be to a single permissible Model Portfolio, or the entire allocation must comply with the Allocation by Investment Category (“AIC”) guidelines.

 

The AIC guidelines divide the Investment Options into categories and specify the range of percentages that must be allocated to each category.  Within each category, you select the Investment Options and amounts allocated to them, provided the total percentage in each category is not less than the minimum required, nor more than the maximum permitted.  The AIC guideline categories and percentage ranges on the Issue Date are shown on the Rider Schedule.  Permissible Model Portfolios and Investment Options in each category as of the Issue Date are shown in the ‘Permissible Model Portfolio & Investment Options Category Table’ at the end of this rider.

 

We may change the permissible Model Portfolios or the AIC guidelines from time to time by notifying you in writing at the address contained in our records.  If we do change them, we will not require you to re-allocate your Contract Value.  We will continue to apply Purchase Payments you remit without allocation instructions, and process automatic transfers that facilitate dollar cost averaging, according to the Contract allocation established before the portfolios or guidelines changed.

 

However, allocation instructions that accompany a Purchase Payment and instructions to transfer Contract Value among the Investment Options change the Contract allocation as of the Valuation Period during which we receive the instruction, and must comply with the Contract allocation restrictions in effect at that time.  Anytime the Contract allocation changes, we re-allocate the Contract Value according to the new Contract allocation.  Purchase Payments applied to the Contract, and transfers that facilitate dollar cost averaging after that date, will be made according to that Contract allocation until you send a subsequent instruction that changes the Contract allocation and that satisfies the Contract allocation restrictions then in effect.

 

In addition to the re-allocation of Contract Value that occurs each time the Contract allocation is changed, we rebalance the Variable Account Value to the current Contract allocation semi-annually based on the Issue Date, unless you instruct us to rebalance quarterly or annually.

 

Amounts deducted from the Contract Value to satisfy a withdrawal request are deducted from the Investment Options in the same proportion that the value of each bears to the total Contract Value on that date.

 

Reports — While this rider is in effect, the statements we provide under the Contract’s ‘Reports’ provision will include information for the statement period regarding the Benefit Cost, the Benefit Base, and (during the Benefit Period) the available Annual Withdrawal Amount.  Prior to the Benefit Election Date, you may contact the Company at any time for information about the Annual Withdrawal Amount based on specified assumptions regarding the number and age(s) of the Covered Person(s), the Benefit Election Date, and the Benefit Base.

 

7



 

Termination — This rider, every benefit it provides, and deduction of the monthly fee terminate as of the Valuation Period during which any of the following 8 events first occur.

 

1)              We receive your instruction to:

 

a)              allocate any purchase payment; or

 

b)              dollar cost average; or

 

c)               transfer any Contract Value; or

 

d)              deduct any withdrawal;

 

in a manner inconsistent with the Contract allocation restrictions or other provisions of this rider.

 

2)              We receive your instruction to stop Portfolio Rebalancing.

 

3)              We receive your instruction to terminate this rider more than 10 years after the Issue Date.

 

4)              We receive your instruction to add, remove, or change a Covered Person after the Benefit Election Date.

 

5)              We receive your instruction to change the Annuitant to someone other than a Covered Person after the Benefit Election Date.

 

6)              The (last surviving) Covered Person dies.

 

7)              The Contract Value is applied to an Annuity Option.

 

8)              The Contract to which this rider is attached is surrendered or otherwise terminated.

 

We will notify you in writing that the rider has terminated and identify the cause.

 

Reinstatement — If this rider terminated as a result of an action described in Items 1, 2, 4, or 5 of the ‘Termination’ provision, you may reinstate it within 30 days unless a Purchase Payment was applied to the Contract since the rider termination date.

 

We must receive your request for reinstatement along with instructions that correct the action that caused the termination within 30 days of this rider’s termination date.  We will deduct any fees and make any other adjustments that were scheduled during the period of termination so that after the reinstatement, the Contract and this rider will be as though the termination never occurred.

 

 

Signed for the Company and made a part of the Contract as of its Issue Date.

 

PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

 

GRAPHIC

 

[ Secretary ]

 

 

8


Exhibit 99.4(f)

 

PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY          [ P. O. BOX 1928           BIRMINGHAM, ALABAMA 35282-8238 ]

 

RIDER SCHEDULE

 

Contract #

 

[ VA00000001 ]

 

 

 

Owner 1 Name:

 

[ John Doe ]

 

 

 

Rider Effective Date:

 

[ Month Day, Year ]

 

 

 

Rider Purchase Age Limits on the Rider Effective Date:

 

We will not issue a rider with the Benefit described herein if any Owner or Annuitant is younger than Age [ 60 ] or older than Age [ 85 ] .

 

 

 

Annual Benefit Cost on the Rider Effective Date:

 

[ 1.20% ] (Guaranteed for the first fee calculation date after the Rider Effective Date. It may be changed as described in the Rider’s ‘Benefit Cost’ provision, subject to the Maximum Annual Benefit Cost shown below.)

 

 

 

Maximum Annual Benefit Cost:

 

2.00%

 

 

 

Initial Benefit Base on the Rider Effective Date:

 

[ $100,000.00 ]

 

 

 

Maximum Benefit Base:

 

$5,000,000.00 (5 million dollars)

 

 

 

Limitations on Additional Purchase Payments:

 

In addition to the specific Purchase Payment limitations shown on the Contract’s Schedule, Purchase Payments are not permitted on or after the Benefit Election Date.

 

 

 

Contract Allocation Restrictions on the Rider Effective Date:

 

Either your entire Contract allocation must be to a single permissible Model Portfolio, or the entire allocation must meet the following Allocation by Investment Category (“AIC”) guidelines:

· At least [ 40% ] must be allocated to Category 1 (Conservative);

· Not more than [ 60% ] may be allocated to Category 2 (Moderate);

· Not more than [ 25% ] may be allocated to Category 3 (Aggressive); and

· No Contract Value may be allocated to Category 4 (Not Permitted).

Permissible Model Portfolios and Investment Options available in each category as of the Rider Effective Date are shown in the ‘Permissible Model Portfolio & Investment Options Category Table’ at the end of this rider.

 

 

 

[ Roll-Up Percentage:

 

[ 5.00% ] (FOR CALCULATION OF ROLL-UP VALUES DURING THE ROLL-UP PERIOD PRIOR TO THE BENEFIT ELECTION DATE) ]

 

 

 

[ Withdrawal Percentage

 

[ 5.00% ] (FOR CALCULATION OF ANNUAL WITHDRAWAL AMOUNTS ON AND AFTER THE BENEFIT ELECTION DATE) ]

 

PROTECTED LIFETIME INCOME BENEFIT RIDER

 

We are amending the Contract to which this rider is attached to add a Protected Lifetime Income Benefit (the “Benefit”).  The terms and conditions in this rider supersede any conflicting provision in the Contract beginning on the Rider Effective Date and continuing until the rider is terminated.  Contract provisions not expressly modified by this rider remain in full force and effect.  This rider is issued after the Contract’s prior Protected Lifetime Income Benefit Rider terminated, pursuant to the following provision in that prior rider:

 

Spousal Continuation After the Benefit Election Date — The surviving spouse of a sole Covered Person who, pursuant to the Contract’s ‘Payment of the Death Benefit’ provision, continues the Contract may at that time also purchase a new rider with the Benefit described herein, if we are offering one.  The surviving spouse must meet the Rider Purchase Age Limits in effect on the date the new rider is purchased.  Only the surviving spouse is eligible to be a Covered Person under the new rider, and the rider will terminate upon the death of that Covered Person.”

 

Protected Lifetime Income Benefit — Subject to the terms and conditions of this rider, beginning on the Benefit Election Date and continuing on each Contract Anniversary thereafter during the lifetime of the Covered Person, you may take aggregate annual withdrawals from the Contract that do not exceed the Annual Withdrawal Amount regardless of the Contract Value at that time.

 

1



 

DEFINITIONS

 

Annual Withdrawal Amount:  The maximum amount that may be withdrawn from the Contract each Contract Year after the Benefit Election Date without reducing the Benefit Base.

 

Benefit Base:  The amount determined according to the terms of this rider and used to calculate the Annual Withdrawal Amount and the monthly fee.  The Benefit Base may not exceed the Maximum Benefit Base shown on the Rider Schedule.

 

Benefit Election Date:  The date as of which we first calculate the Annual Withdrawal Amount and the date on which guaranteed withdrawals may begin.

 

Benefit Period:  The period of time between the Benefit Election Date and the earlier of the Annuity Date or the rider termination date.

 

Covered Person:  The person upon whose life the benefits of this rider are based.  Only the surviving spouse who continued the Contract pursuant to its ‘Payment of the Death Benefit’ provision and who at that time purchased this rider (as described in this rider’s introductory provision) may be the Covered Person.  On and after the Benefit Election Date, the Covered Person must be named as the Annuitant.

 

BENEFIT COST AND FEES

 

Benefit Cost — On the Rider Effective Date, the Annual Benefit Cost (“Benefit Cost”) as a percentage of the Benefit Base is shown in the Rider Schedule.  We have the right to change the Benefit Cost at any time after the first fee calculation date based primarily on our actual cost of providing the Benefit.  Any such change will apply on a nondiscriminatory basis to all contracts of the same actuarial class.  A ‘ fee calculation date ’ is the Valuation Period that includes the same day of the month as the Contract’s Issue Date, or the last Valuation Period of the month if that date does not occur during the month.  The Benefit Cost as a percentage of the Benefit Base will never exceed the Maximum Annual Benefit Cost shown on the Rider Schedule.  We will notify you of the new Benefit Cost in writing at the address contained in our records not less than 30 days prior to the date on which the new Benefit Cost becomes effective.

 

You may avoid changes in the Benefit Cost.  We must receive your instructions declining the change before the Valuation Period during which the new Benefit Cost becomes effective.  However, if you decline a Benefit Cost change, each Step-Up Anniversary Value that follows will equal $0, and the roll-up period will end.

 

Monthly Fee — Beginning on the first fee calculation date following the Rider Effective Date and continuing monthly until the Benefit terminates, we will calculate the fee for this rider and deduct that amount from the Contract Value.

 

We calculate the monthly fee in arrears by multiplying the monthly equivalent of the Benefit Cost by the Benefit Base as of the fee calculation date, using the formula below:

 

Monthly Fee = [1 – (1 – Benefit Cost ) 1/12 ]  x  Benefit Base as of the calculation date.

 

Deducting the Monthly Fee — We deduct the monthly fee as of the Valuation Period immediately following the Valuation Period during which it was calculated.  The monthly fee is deducted from the Investment Options in the same proportion that the value of each bears to the total Contract Value on that date.  Deduction of the monthly fee will not reduce the Benefit Base or the Annual Withdrawal Amount.

 

2



 

THE BENEFIT BASE

 

The Benefit Base is used for calculation purposes only and does not represent accessible Contract Value.  The Benefit Base cannot be withdrawn in a lump sum and is not payable as a death benefit.

 

Determining the Benefit Base — The initial Benefit Base is equal to the Contract Value on the Rider Effective Date. Thereafter, we increase the Benefit Base dollar-for-dollar for Purchase Payments credited to the Contract before the 2 nd  anniversary of the Rider Effective Date and before the Benefit Election Date.  We reduce the Benefit Base pro-rata for each withdrawal before the Benefit Election Date.  The pro-rata reduction for each withdrawal is the amount that reduces the Benefit Base in the same proportion that the amount deducted from the Contract Value to satisfy the withdrawal request reduced the Contract Value as of the Valuation Period during which the withdrawal was deducted.

 

Purchase Payments applied to the Contract

on and after the 2 nd  anniversary of the Rider Effective Date

do not increase the Benefit Base.

 

Step-Ups and Roll-Ups — On each Contract Anniversary after the Rider Effective Date, we compare the Benefit Base to the Step-Up Anniversary Value and the Roll-Up Value, if one is calculated. The greatest of these will become the new Benefit Base as of that Contract Anniversary.

 

Step-Up Anniversary Value .  We calculate a Step-Up Anniversary Value on each Contract Anniversary after the Rider Effective Date.  The ‘ Step-Up Anniversary Value ’ is equal to the Contract Value as of that Contract Anniversary minus Purchase Payments credited to the Contract on or after the 2 nd  anniversary of the Rider Effective Date.  However, if you have declined a Benefit Cost change, each Step-Up Anniversary Value that follows will be deemed to be $0.

 

Roll-Up Value .  We calculate a Roll-Up Value only on Contract Anniversaries that occur during the ‘ roll-up period ’ described below.  The ‘ Roll-Up Value ’ on any such Contract Anniversary is equal to:

 

1)              the Benefit Base as of the Valuation Period immediately before that Contract Anniversary; plus

 

2)              the roll-up amount on that Contract Anniversary.

 

Generally, the ‘ roll-up amount ’ on a Contract Anniversary is equal to the Benefit Base on the later of the Rider Effective Date or the prior Contract Anniversary reduced pro rata (as described in the ‘Determining the Benefit Base’ provision) for withdrawals made since that date, multiplied by the applicable Roll-Up Percentage shown on the Rider Schedule.  If on any Contract Anniversary for which a Roll-Up Value is being calculated, the Contract Value is less than 50% of the Benefit Base immediately prior to that Contract Anniversary, the roll-up amount is equal to $0.

 

Roll-Up Period.   The roll-up period starts on the Rider Effective Date and ends on the Valuation Period immediately following the 10 th  Contract Anniversary on which we increase the Benefit Base to equal either the Step-Up Anniversary Value or the Roll-Up Value.  When determining the duration of the roll-up period, we will not count Contract Anniversaries on which the Benefit Base does not increase.

 

However, the roll-up period will end on the Valuation Period during which any of the following first occur:

 

1)              you decline a Benefit Cost change; or

 

2)              you establish the Benefit Election Date; or

 

3)              the rider terminates.

 

3



 

THE BENEFIT PERIOD

 

Establishing the Benefit Election Date — You must establish the Benefit Election Date to start the Benefit Period and access the guaranteed withdrawals provided by this rider.  To establish the Benefit Election Date, you must notify us that you are doing so and (if we request it) provide proof of Age for the Covered Person.  You must also change the Annuitant (if necessary) so that she or he is the Covered Person.  The Benefit Election Date may not be earlier than the date on which the Covered Person attains age 59½, nor later than the Annuity Date.

 

Since additional Purchase Payments are not accepted on or after the Benefit Election Date, any Automatic Purchase Plan in effect on the Benefit Election Date will be terminated as of that date.

 

Automatic Withdrawals established prior to the Benefit Period terminate as of the Benefit Election Date.

 

Individuals Eligible to be Named as a Covered Person — Only the surviving spouse who continued the Contract pursuant to its ‘Payment of the Death Benefit’ provision and who at that time purchased this rider (as described in this rider’s introductory provision) may be the Covered Person, and only if he or she is alive on the Benefit Election Date.

 

Calculating the Annual Withdrawal Amount — The Annual Withdrawal Amount is equal to the Benefit Base as of the date the Annual Withdrawal Amount is being calculated, multiplied by the applicable Withdrawal Percentage shown on the Rider Schedule.

 

The initial Annual Withdrawal Amount is calculated as of the Benefit Election Date.  Thereafter, we re-calculate the Annual Withdrawal Amount only on Contract Anniversaries, and only if the Benefit Base (or the applicable Withdrawal Percentage, if the Rider Schedule shows that it varies based on the Covered Person’s age on the calculation date) changed since the Annual Withdrawal Amount was last calculated.

 

Accessing the Annual Withdrawal Amount — During the Benefit Period, you may request withdrawals individually or instruct us to send you specific amounts periodically.  Your request must include all the information necessary for us to remit the requested amounts.  This includes (if we request it) proof that the Covered Person is alive on the withdrawal date.

 

Withdrawals made during the Benefit Period reduce the Contract Value and the death benefit in the same manner as withdrawals made prior to the Benefit Election Date.  We do not assess applicable surrender charges, if any, on aggregate withdrawals during a Contract Year that do not exceed the Annual Withdrawal Amount.  However, withdrawals count against any free withdrawal amounts that would otherwise be available.

 

The Annual Withdrawal Amount is not cumulative.  You may take the entire Annual Withdrawal Amount each Contract Year, but if you do not, the remaining portion does not carry forward.  During the Benefit Period, aggregate withdrawals in any Contract Year that do not exceed the Annual Withdrawal Amount do not reduce the Benefit Base.

 

Excess Withdrawals — During the Benefit Period any portion of a withdrawal that, when aggregated with all prior withdrawals during that Contract Year, exceeds the Annual Withdrawal Amount constitutes an excess withdrawal.  We will not recalculate the Annual Withdrawal Amount until the next Contract Anniversary, so any subsequent withdrawal taken that Contract Year is also an excess withdrawal.  We assess applicable surrender charges, if any, on excess withdrawals.  If any portion of any requested withdrawal would be an excess withdrawal, we will not process the request until you have been notified of the excess amount and we provide you the opportunity to reduce or cancel the request.

 

Each excess withdrawal results in an immediate reduction of the Benefit Base.  If, immediately after the excess withdrawal, the Contract Value minus any non-excess portion of the withdrawal is greater than the Benefit Base, we reduce the Benefit Base by the amount of the excess withdrawal including applicable surrender charges, if any.  Otherwise, we reduce the Benefit Base by the same proportion that the excess withdrawal including applicable surrender charges, if any, reduced the Contract Value as of the Valuation Period during which the excess withdrawal request was processed.

 

4



 

Because the Benefit Base is used to calculate Annual Withdrawal Amounts, reduction of the Benefit Base due to excess withdrawals will result in a permanent reduction in future Annual Withdrawal Amounts and could reduce future Annual Withdrawal Amounts by more than the dollar amount of the excess withdrawals.

 

If you would like to make an excess withdrawal and are uncertain how an excess withdrawal will impact your future Annual Withdrawal Amounts, you may contact us prior to requesting the withdrawal to obtain a personalized, transaction-specific calculation showing the effect of the excess withdrawal.

 

If you have instructed us to send you all or a portion of the Annual Withdrawal Amount periodically in specific amounts, an excess or unscheduled withdrawal automatically terminates those periodic withdrawals.  If any Contract Value remains after the excess withdrawal, you may instruct us to resume sending periodic withdrawals to you beginning on the next Contract Anniversary based on the recalculated Annual Withdrawal Amount.

 

Reduction of the Contract Value to $0 After the Benefit Election Date — If an excess withdrawal including applicable surrender charges, if any, reduces the Contract Value to $0, the Contract will terminate as of that date.  If after the Benefit Election Date, a non-excess withdrawal, negative investment performance, and/or deduction of any charges or fees reduces the Contract Value to $0, we will pay the Benefit under this rider as follows:  1) we will pay the remaining Annual Withdrawal Amount not yet withdrawn in the current Contract Year, if any, in a lump sum; and 2) we will establish the Annuity Date on the next Contract Anniversary and will begin monthly fixed annuity income payments for the life of the Covered Person in an amount equal to the Annual Withdrawal Amount as of the Annuity Date divided by 12, less an adjustment for any applicable premium tax.  On and after the date the Contract Value is reduced to $0, no death benefit is payable, no other Annuity Options are available, and the Annual Withdrawal Amount will not change.

 

Required Minimum Distributions — Withdrawals in excess of the Annual Withdrawal Amount are permitted to satisfy required minimum distributions (RMD) under Internal Revenue Code Section 401(a)(9) as they apply to amounts attributable to the Contract.  These withdrawals will not be treated as excess withdrawals under this rider provided:

 

1)              you notify us in writing at the time you request the withdrawal that it is intended to satisfy RMD requirements; and

 

2)              we calculate the RMD amount based solely on the applicable end-of-year value of this Contract.

 

The timing and amount of the non-excess RMD withdrawal we permit from this Contract may be more restrictive than allowed under IRS rules, and may not satisfy the annual RMD requirements for all of the tax-qualified contracts you own.

 

Death of the Covered Person After the Benefit Election Date — This rider terminates upon the Covered Person’s death.

 

Establishing the Benefit Election Date on the Maximum Annuity Date — If this rider is in force on the Maximum Annuity Date and you have not previously established the Benefit Election Date, it will be established for you, as follows:

 

1)              the Benefit Election Date, and the calculation date for the Annual Withdrawal Amount, will be the Maximum Annuity Date; and

 

2)              the Annual Withdrawal Amount will be calculated using the applicable Withdrawal Percentage shown on the Rider Schedule based on the Covered Person’s life.  The Covered Person will become the sole Annuitant as of the Maximum Annuity Date, if she or he was not already so named.

 

This provision does not apply if you established the Benefit Election Date prior to the Maximum Annuity Date.

 

5



 

Additional Annuity Option as of the Maximum Annuity Date — If this rider is in force on the Maximum Annuity Date, in addition to the other Annuity Options available to you under the Contract, you may select the “Annual Withdrawal Amount” Annuity Option that will pay monthly payments for the life of the Covered Person equal to the Annual Withdrawal Amount as of the Maximum Annuity Date divided by 12, less an adjustment for any applicable premium tax.  This “Annual Withdrawal Amount” Annuity Option is available whether or not the Contract Value applied to the option is sufficient to support the payments.

 

If you have not selected an Annuity Option, we will start sending monthly fixed annuity income payments one month after the Maximum Annuity Date.  Payments will be an amount equal to the greater of:

 

1)              the Annual Withdrawal Amount as of the Maximum Annuity Date divided by 12, less an adjustment for any applicable premium tax.  If this is the monthly payment amount, it will be paid for the life of the Covered Person.

 

2)              the results of applying the Contract Value as of the Valuation Period that includes the Maximum Annuity Date plus any applicable Annuity Option bonus, less any applicable premium tax, to Annuity Option B with a monthly payment mode and a 10-year Certain Period based on the life of the Covered Person.  If this is the monthly payment amount, it will be paid for the life of the Covered Person, or for 10 years, whichever is longer.

 

If you have selected an Annuity Option, we will distribute the entire interest in the Contract according to the Annuity Option you have selected.

 

Annuity Date Prior to the Maximum Annuity Date — If you select an Annuity Date that occurs before the Maximum Annuity Date, the Contract Value as of the Valuation Period that includes the Annuity Date, less any applicable premium tax, may be taken in a lump sum, or that amount may be applied as described in the Contract’s ‘ANNUITY INCOME PAYMENTS’ section.  The “Annual Withdrawal Amount” Annuity Option, described in the provision above, is not available.

 

GENERAL PROVISIONS

 

Restrictions on Allocation, Transfer and Surrender of Contract Value — While this rider is in force, your Contract allocation is restricted.  Either the entire allocation must be to a single permissible Model Portfolio, or the entire allocation must comply with the Allocation by Investment Category (“AIC”) guidelines.

 

The AIC guidelines divide the Investment Options into categories and specify the range of percentages that must be allocated to each category.  Within each category, you select the Investment Options and amounts allocated to them, provided the total percentage in each category is not less than the minimum required, nor more than the maximum permitted.  The AIC guideline categories and percentage ranges on the Rider Effective Date are shown on the Rider Schedule.  Permissible Model Portfolios and Investment Options in each category as of the Rider Effective Date are shown in the ‘Permissible Model Portfolio & Investment Options Category Table’ at the end of this rider.

 

We may change the permissible Model Portfolios or the AIC guidelines from time to time by notifying you in writing at the address contained in our records.  If we do change them, we will not require you to re-allocate your Contract Value.  We will continue to apply Purchase Payments you remit without allocation instructions, and process automatic transfers that facilitate dollar cost averaging, according to the Contract allocation established before the portfolios or guidelines changed.

 

However, allocation instructions that accompany a Purchase Payment and instructions to transfer Contract Value among the Investment Options change the Contract allocation as of the Valuation Period during which we receive the instruction, and must comply with the Contract allocation restrictions in effect at that time.  Anytime the Contract allocation changes, we re-allocate the Contract Value according to the new Contract allocation.  Purchase Payments applied to the Contract, and transfers that facilitate dollar cost averaging after that date, will be made according to that Contract allocation until you send a subsequent instruction that changes the Contract allocation and that satisfies the Contract allocation restrictions then in effect.

 

6



 

In addition to the re-allocation of Contract Value that occurs each time the Contract allocation is changed, we rebalance the Variable Account Value to the current Contract allocation semi-annually based on the Rider Effective Date, unless you instruct us to rebalance quarterly or annually.

 

Amounts deducted from the Contract Value to satisfy a withdrawal request are deducted from the Investment Options in the same proportion that the value of each bears to the total Contract Value on that date.

 

Reports — While this rider is in effect, the statements we provide under the Contract’s ‘Reports’ provision will include information for the statement period regarding the Benefit Cost, the Benefit Base, and (during the Benefit Period) the available Annual Withdrawal Amount.  Prior to the Benefit Election Date, you may contact the Company at any time for information about the Annual Withdrawal Amount based on specified assumptions regarding the age of the Covered Person, the Benefit Election Date, and the Benefit Base.

 

Termination — This rider, every benefit it provides, and deduction of the monthly fee terminate as of the Valuation Period during which any of the following 8 events first occur.

 

1)              We receive your instruction to:

 

a)              allocate any purchase payment; or

 

b)              dollar cost average; or

 

c)               transfer any Contract Value; or

 

d)              deduct any withdrawal;

 

in a manner inconsistent with the Contract allocation restrictions or other provisions of this rider.

 

2)              We receive your instruction to stop Portfolio Rebalancing.

 

3)              We receive your instruction to terminate this rider more than 10 years after its Rider Effective Date.

 

4)              We receive your instruction to add, remove, or change a Covered Person after the Benefit Election Date.

 

5)              We receive your instruction to change the Annuitant to someone other than a Covered Person after the Benefit Election Date.

 

6)              The Covered Person dies.

 

7)              The Contract Value is applied to an Annuity Option.

 

8)              The Contract to which this rider is attached is surrendered or otherwise terminated.

 

We will notify you in writing that the rider has terminated and identify the cause.

 

Reinstatement — If this rider terminated as a result of an action described in Items 1, 2, 4, or 5 of the ‘Termination’ provision, you may reinstate it within 30 days unless a Purchase Payment was applied to the Contract since the rider termination date.

 

We must receive your request for reinstatement along with instructions that correct the action that caused the termination within 30 days of this rider’s termination date.  We will deduct any fees and make any other adjustments that were scheduled during the period of termination so that after the reinstatement, the Contract and this rider will be as though the termination never occurred.

 

 

Signed for the Company and made a part of the Contract as of the Rider Effective Date.

 

PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

 

GRAPHIC

 

[ Secretary ]

 

 

7


Exhibit 99.4(g)

 

PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY   [ P. O. BOX 1928    BIRMINGHAM, ALABAMA 35282-8238 ]

 

RIDER SCHEDULE

 

Contract # 

 

[ VA10000001 ]

 

 

 

Covered Person 1: 

 

[ John Doe ]  Birthdate: [ March 30, 1955 ]

 

 

 

Covered Person 2: 

 

[ N/A ]  Birthdate: [ N/A ]

 

 

 

Rider Effective Date: 

 

The Contract’s Issue Date (called the “Issue Date” in this rider.

 

 

 

Rider Purchase Age Limits on the Issue Date:

 

We will not issue a rider with the Benefit described herein if any Covered Person is younger than Age [ 60 ] or older than Age [ 80 ] .

 

 

 

Annual Benefit Cost on the Issue Date:

 

[ 1.20% ]   (Guaranteed for the first fee calculation date after the Issue Date.  May be changed as stated in the Rider’s ‘Benefit Cost’ provision, subject to the Maximum Annual Benefit Cost shown below.)

 

 

 

Maximum Annual Benefit Cost:

 

2.00%

 

 

 

Contract Value on the Issue Date:

 

[ $100,000.00 ]

 

 

 

Payment Factor Table on the Issue Date:

 

The Payment Factor Table on the Issue Date (used for calculation of Optimal Withdrawal Amounts) is shown at the end of this rider.

 

 

 

Optimal Withdrawal Amount on the Issue Date:

 

[ $4,700.00 ]

 

 

 

Protected Lifetime Payment on the Issue Date:

 

[ $4,700.00 ]

 

 

 

Maximum Annuity Date:

 

[ March 30, 2050 ] (The oldest Owner’s or Annuitant’s [ 95 th  ] birthday.)

 

 

 

Limits on Changes in the Optimal Withdrawal Amount:

 

The Optimal Withdrawal Amount for any Contract Year will not be:

1)      more than 110% of the Optimal Withdrawal Amount for the prior Contract Year; and,

2)      less than a ‘ floor ’ equal to the greater of:

a)   90% of the Optimal Withdrawal Amount for the prior Contract Year; or

b)   the annual Protected Lifetime Payment amount.

The ‘floor’ in Item 2) above does not apply on Reset Dates.

 

 

 

Limitations on Additional Purchase Payments:

 

In addition to the specific Purchase Payment limitations shown on the Contract’s Schedule, Purchase Payments are not permitted if the Contract Value is reduced to $0.

 

 

 

Contract Allocation Restrictions on the Issue Date:

 

Either your entire Contract allocation must be to a single permissible Model Portfolio, or the entire allocation must meet the following Allocation by Investment Category (“AIC”) guidelines:

· At least [ 40% ] must be allocated to Category 1 (Conservative);

· Not more than [ 60% ] may be allocated to Category 2 (Moderate);

· Not more than [ 25% ] may be allocated to Category 3 (Aggressive); and

· No Contract Value may be allocated to Category 4 (Not Permitted).

Permissible Model Portfolios and Investment Options available in each category as of the Issue Date are shown in the ‘Permissible Model Portfolio & Investment Options Category Table’ at the end of this rider.

 

PROTECTED LIFETIME INCOME BENEFIT RIDER

 

We are amending the Contract to which this rider is attached to add a strategy (the “Benefit”) designed, subject to the terms and conditions of this rider, to:

 

1)              systematically distribute essentially all the Contract Value to you by the Maximum Annuity Date in annual amounts that may vary from year to year (the “Optimal Withdrawal Amount”), regardless of the Contract Value at that time; and,

2)              provide, as an Annuity Option, fixed monthly installments of a Protected Lifetime Payment that begins on the Maximum Annuity Date and continues for as long as a Covered Person lives.

 

The terms and conditions in this rider supersede any conflicting provision in the Contract beginning on the Issue Date and continuing until the rider is terminated.  Contract provisions not expressly modified by this rider remain in full force and effect.

 

1



 

DEFINITIONS

 

Covered Person — The person or persons upon whose lives the benefits of this rider are based.  There may be no more than two Covered Persons and once named, they may not be changed.  The Covered Person (or one of the two Covered Persons) must be named as the Annuitant.

 

Optimal Withdrawal Amount — The maximum amount that may be withdrawn each Contract Year without incurring a surrender charge.

 

Protected Lifetime Payment — The annual amount payable in fixed monthly installments under the Protected Lifetime Payment Annuity Option beginning on the Maximum Annuity Date.

 

Reset Date — Any Contract Anniversary that next follows the date you take an excess withdrawal.  A Reset Date affects how the Optimal Withdrawal Amount and the Protected Lifetime Payment are determined, as described in this rider.

 

BENEFIT COST AND FEES

 

Annual Benefit Cost — The Annual Benefit Cost (“Benefit Cost”) for this rider on the Issue Date is shown on the Rider Schedule.  We have the right to change the Benefit Cost at any time after the first fee calculation date based primarily on our actual cost of providing the Benefit.  Any such change will apply on a nondiscriminatory basis to all contracts of the same actuarial class.  A ‘ fee calculation date ’ is the Valuation Period that includes the same day of the month as the Issue Date, or the last Valuation Period of the month if that date does not occur during the month.  The Benefit Cost will never exceed the Maximum Annual Benefit Cost shown on the Rider Schedule.  We will notify you of the new Benefit Cost in writing at the address contained in our records not less than 30 days prior to the date on which the new Benefit Cost becomes effective.

 

You may avoid changes in the Benefit Cost.  We must receive your instructions declining the change before the Valuation Period during which the new Benefit Cost becomes effective.  However, if you decline a Benefit Cost change, the payment factor used to calculate the Optimal Withdrawal Amount for the Contract Year in which the Benefit Cost change is declined will be used to calculate the Optimal Withdrawal Amounts on all subsequent Contract Anniversaries.  Depending on investment performance, a fixed payment factor could reduce the Optimal Withdrawal Amount available in future years.

 

Monthly Fee — Beginning on the first fee calculation date following the Issue Date and continuing monthly until the Benefit terminates, we will calculate the fee for this rider and deduct that amount from the Contract Value.

 

We calculate the monthly fee in arrears by multiplying the monthly equivalent of the Benefit Cost by the Contract Value as of a specified date, using the formula below.

 

Monthly Fee = [1 – (1 – Benefit Cost ) 1/12 ] x V , where:

 

V = the greater of:

 

1)              the Contract Value on the fee calculation date; or,

2)              the Contract Value on the later of the Issue Date or the most recent Reset Date.

 

Deducting the Monthly Fees — We deduct the monthly fee as of the Valuation Period immediately following the Valuation Period during which it was calculated.  The monthly fee is deducted from the Investment Options in the same proportion that the value of each bears to the total Contract Value on that date.  Deduction of the monthly fee will not reduce the current year’s Optimal Withdrawal Amount.

 

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THE OPTIMAL WITHDRAWAL AMOUNT

 

Optimal Withdrawal Amount — An Optimal Withdrawal Amount is calculated on the Issue Date and each Contract Anniversary that follows, prior to the Annuity Date.  It is equal to the Contract Value on the calculation date multiplied by the applicable payment factor, subject to the ‘Limits on Changes in the Optimal Withdrawal Amount’ provision on the Rider Schedule.

 

Payment factors as of the Issue Date are shown in the Payment Factor Table at the end of this rider.  The Payment Factor Table is based on the number of Covered Person(s), the age of the Covered Person (or the younger of two Covered Persons), and an assumed interest rate associated with the age of that Covered Person, on the Issue Date.  The applicable payment factor from the Payment Factor Table is determined by the age of the Covered Person (or the younger of two Covered Persons) on the calculation date.

 

If you decline a Benefit Cost change, or take an excess withdrawal that causes the next Contract Anniversary to be a Reset Date, the attached Payment Factor Table will no longer apply and certain limits on changes in the Optimal Withdrawal Amount may not apply.

Please refer to the ‘Annual Benefit Cost’, ‘Excess Withdrawals’ and ‘Reset Dates’ provisions.

 

Adjustments to the Optimal Withdrawal Amount on the Issue Date.   We will adjust the Optimal Withdrawal Amount if, within 120 days of the Issue Date, we receive additional Purchase Payments or you take any excess withdrawals (as described in the ‘Excess Withdrawals’ provision below).  At monthly intervals throughout the 120-day window, we recalculate the Optimal Withdrawal Amount based on aggregate Purchase Payments received less aggregate excess withdrawals taken.  On recalculation dates during that window, the “Optimal Withdrawal Amount on the Issue Date” and the “Protected Lifetime Payment on the Issue Date” will each be set equal to the sum of the Purchase Payments received, minus the sum of any withdrawals that were excess at the time they were taken, multiplied by the payment factor applicable on the Issue Date.  And, for the sole purpose of calculating the rider fee, the Contract Value on the Issue Date will be set equal to aggregate Purchase Payments received, less aggregate withdrawals that were excess when taken, during the 120-day window.

 

Accessing the Optimal Withdrawal Amount — You may request withdrawals individually or instruct us to send you specific amounts periodically.  Your request must include all the information necessary for us to remit the requested amounts.  This includes (if we request it) proof that the Covered Person(s) is (are) alive on the withdrawal date.

 

Withdrawals reduce the Contract Value on a dollar-for-dollar basis, but we do not assess applicable surrender charges, if any, on aggregate withdrawals during a Contract Year that do not exceed the Optimal Withdrawal Amount.  However, withdrawals count against any free withdrawal amounts that would otherwise be available.  Withdrawals during any Contract Year that do not exceed the Optimal Withdrawal Amount are not subject to the minimum remaining Contract Value limitation described in the Contract’s ‘Surrenders and Withdrawals’ provision.

 

The Optimal Withdrawal Amount is not cumulative.  You may take the entire Optimal Withdrawal Amount each Contract Year, but if you do not, the remaining portion does not carry forward.

 

Excess Withdrawals — Any portion of a withdrawal that, when aggregated with all prior withdrawals during that Contract Year, exceeds the Optimal Withdrawal Amount constitutes an excess withdrawal.  Except for recalculations as described in the ‘ Adjustments to the Optimal Withdrawal Amount on the Issue Date ’ provision, we will not recalculate the Optimal Withdrawal Amount until the next Contract Anniversary, so any subsequent withdrawal taken that Contract Year is also an excess withdrawal.  We assess applicable surrender charges, if any, on excess withdrawals.  If any portion of any requested withdrawal would be an excess withdrawal, we will not process the request until you have been notified of the excess amount and we provide you the opportunity to reduce or cancel the request.

 

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Excess withdrawals could reduce future Optimal Withdrawal Amounts

by more than the dollar amount of the excess withdrawals, because:

(1) the ‘floor’ in the ‘Limits on Changes in the Optimal Withdrawal Amount’ provision on

the Rider Schedule will not apply when the Optimal Withdrawal Amount is recalculated; and

(2) a new Payment Factor Table with lower factors will apply as of that date.

 

If you would like to make an excess withdrawal and are uncertain how an excess withdrawal will impact your future Optimal Withdrawal Amounts, you may contact us prior to requesting the withdrawal to obtain a personalized, transaction-specific calculation showing the effect of the excess withdrawal.

 

If you have instructed us to send you all or a portion of the Optimal Withdrawal Amount periodically in specified amounts, an excess or unscheduled withdrawal automatically terminates those periodic withdrawals.  If any Contract Value remains after the excess withdrawal, you may instruct us to resume sending periodic withdrawals to you beginning on the next Contract Anniversary based on the recalculated Optimal Withdrawal Amount.

 

Reset Dates — If you take an excess withdrawal (except as described in the last paragraph of this provision), the next Contract Anniversary will be a Reset Date.  The ‘floor’ in Item 2) of the Limits on Changes in the Optimal Withdrawal Amount provision shown on the Rider Schedule does not apply on Reset Dates.  Depending on investment performance, not applying the ‘floor’ could substantially reduce the Optimal Withdrawal Amount available in future years.

 

If you have not declined a Benefit Cost change (or the Reset Date occurs before you declined the Benefit Cost change), we calculate the Optimal Withdrawal Amount using a new Payment Factor Table that is based on the number of Covered Person(s), the age of the Covered Person (or the younger of the two Covered Persons), and an assumed interest rate associated with the age of that Covered Person, on the Reset Date .  Since a new Table’s payment factors are generally based on a higher age and a lower assumed interest rate, a new Table’s payment factors will generally be lower than the prior Table’s corresponding payment factors.  Therefore, depending on investment performance, a new Table could reduce the Optimal Withdrawal Amount available in future years.  We will send you an amendment that updates the Rider Schedule and includes the new Payment Factor Table.

 

If you have declined a Benefit Cost change, we continue to calculate the Optimal Withdrawal Amount using the payment factor in effect for the Contract Year during which the Benefit Cost change was declined.

 

The Payment Factor Table (or payment factor, if you’ve declined a Benefit Cost change) used on the most recent Reset Date will be used to calculate Optimal Withdrawal Amounts on future Contract Anniversaries.

 

If the only excess withdrawals before the first Contract Anniversary occur within 120-day period described in the ‘ Adjustments to the Optimal Withdrawal Amount on the Issue Date ’ provision, the first Contract Anniversary will not be a Reset Date.

 

Reduction of the Contract Value to $0 — If an excess withdrawal including applicable surrender charges, if any, reduces the Contract Value to $0, the Contract will terminate as of that date.  If a non-excess withdrawal, negative investment performance, and/or deduction of any charges or fees reduces the Contract Value to $0:

 

1)              such event will not affect either the availability of an Optimal Withdrawal Amount or the availability of the Protected Lifetime Payment Annuity Option described in the ‘Additional Annuity Option as of the Maximum Annuity Date’ provision; but

 

2)              on and after the date the Contract Value is reduced to $0:

 

a)              the monthly rider fee will no longer be deducted;

b)              no death benefit and no other Annuity Options are available;

c)               no additional Purchase Payments are permitted; and

d)              on each Contract Anniversary the Optimal Withdrawal Amount is calculated, it will be set equal to the ‘floor’ (Item 2) of the ‘Limits on Changes in the Optimal Withdrawal Amount’ provision on the Rider Schedule.

 

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Required Minimum Distributions — Withdrawals in excess of the Optimal Withdrawal Amount are permitted to satisfy required minimum distributions (RMD) under Internal Revenue Code Section 401(a)(9) as they apply to amounts attributable to the Contract.  These withdrawals will not be treated as excess withdrawals under this rider provided: 1) you notify us in writing at the time you request the withdrawal that it is intended to satisfy RMD requirements; and, 2) we calculate the RMD amount based solely on the applicable end-of-year value of this Contract.  The timing and amount of the non-excess RMD withdrawal we permit from this Contract may be more restrictive than allowed under IRS rules, and may not satisfy the annual RMD requirements for all of the tax-qualified contracts you own.

 

THE PROTECTED LIFETIME PAYMENT ANNUITY OPTION

 

Protected Lifetime Payment — The Protected Lifetime Payment is determined as follows:

 

If no Reset Date has occurred, the Protected Lifetime Payment will be equal to the Optimal Withdrawal Amount as of the Issue Date.

 

If a Reset Date has occurred, the Protected Lifetime Payment will be equal to the lesser of:

 

1)              the Optimal Withdrawal Amount as of the Issue Date; or,

2)              the Optimal Withdrawal Amount as of most recent Reset Date.

 

Additional Annuity Option as of the Maximum Annuity Date — If this rider is in force on the Maximum Annuity Date, in addition to the other Annuity Options available to you under the Contract, you may select the Protected Lifetime Payment Annuity Option.  This option will pay fixed monthly payments for the life of the (last surviving) Covered Person equal to 1/12 th  of the Protected Lifetime Payment, less an adjustment for any applicable premium tax.  This Protected Lifetime Payment Annuity Option is available whether or not the Contract Value applied to the option is sufficient to support the payments.

 

If you have not selected an Annuity Option, we will start sending monthly fixed annuity income payments one month after the Maximum Annuity Date.  Payments will be an amount equal to the greater of:

 

1)              the Protected Lifetime Payment as of the Maximum Annuity Date divided by 12, less an adjustment for any applicable premium tax.  If this is the monthly payment amount, it will be paid for the life of the (last surviving) Covered Person.

 

2)              the results of applying the remaining Contract Value (if any) as of the Valuation Period that includes the Maximum Annuity Date plus any applicable Annuity Option bonus, less any applicable premium tax, to Annuity Option B with a monthly payment mode and a 10-year Certain Period based on the life (lives) of the Covered Person(s).  If this is the monthly payment amount, it will be paid for the life of the (last surviving) Covered Person, or for 10 years, whichever is longer.

 

If you have selected an Annuity Option, we will distribute the entire interest in the Contract according to the Annuity Option you have selected.

 

Annuity Date Prior to the Maximum Annuity Date — If you select an Annuity Date that occurs before the Maximum Annuity Date, the Contract Value as of the Valuation Period that includes the Annuity Date, less any applicable premium tax, may be taken in a lump sum, or that amount may be applied as described in the Contract’s ‘ANNUITY INCOME PAYMENTS’ section.  The Protected Lifetime Payment Annuity Option is not available.

 

5



 

RESTRICTIONS ON ALLOCATION, TRANSFER, AND WITHDRAWAL OF CONTRACT VALUE

 

Contract Allocation Restrictions — While this rider is in force, your Contract allocation is restricted.  Either the entire allocation must be to a single permissible Model Portfolio, or the entire allocation must comply with the Allocation by Investment Category (“AIC”) guidelines.

 

The AIC guidelines divide the Investment Options into categories and specify the range of percentages that must be allocated to each category.  Within each category, you select the Investment Options and amounts allocated to them, provided the total percentage in each category is not less than the minimum required, nor more than the maximum permitted.  The AIC guideline categories and percentage ranges on the Rider Effective Date are shown on the Rider Schedule.  Permissible Model Portfolios and Investment Options in each category as of the Issue Date are shown in the ‘Permissible Model Portfolio & Investment Options Category Table’ at the end of this rider.

 

We may change the permissible Model Portfolios or the AIC guidelines from time to time by notifying you in writing at the address contained in our records.  If we do change them, we will not require you to re-allocate your Contract Value.  We will continue to apply Purchase Payments you remit without allocation instructions, and process automatic transfers that facilitate dollar cost averaging, according to the Contract allocation established before the portfolios or guidelines changed.

 

However, allocation instructions that accompany a Purchase Payment and instructions to transfer Contract Value among the Investment Options change the Contract allocation as of the Valuation Period during which we receive the instruction, and must comply with the Contract allocation restrictions in effect at that time.  Anytime the Contract allocation changes, we re-allocate the Contract Value according to the new Contract allocation.  Purchase Payments applied to the Contract, and transfers that facilitate dollar cost averaging after that date, will be made according to that Contract allocation until you send a subsequent instruction that changes the Contract allocation and that satisfies the Contract allocation restrictions then in effect.

 

In addition to the re-allocation of Contract Value that occurs each time the Contract allocation is changed, we rebalance the Variable Account Value to the current Contract allocation semi-annually based on the Issue Date, unless you instruct us to rebalance quarterly or annually.

 

Amounts deducted from the Contract Value to satisfy a withdrawal request are deducted from the Investment Options in the same proportion that the value of each bears to the total Contract Value on that date.

 

GENERAL PROVISIONS

 

Individuals Eligible to be a Covered Person — A Covered Person must be a living person who, as of the Issue Date, is either:

 

1)              an Owner of the Contract (or the Annuitant, if the sole Owner is not an individual); or,

2)              the spouse of the sole Owner of the Contract (or the Annuitant’s spouse, if the sole Owner is not an individual), but only if the spouse is the sole Primary Beneficiary.

 

If there is one Owner, then the Owner (Annuitant) is the sole Covered Person if she or he either is not married, or is married but the spouse is not the sole Primary Beneficiary.

 

If there is one Owner and the sole Primary Beneficiary is the Owner’s (Annuitant’s) spouse, then:

 

1)              the Owner (Annuitant) is the Covered Person if the Optimal Withdrawal Amount is based on one life.

2)              both spouses are Covered Persons if the Optimal Withdrawal Amount is based on two lives.

 

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If there are two Owners and they are married to each other, then:

 

1)              the older of the two is the Covered Person if the Optimal Withdrawal Amount is based on one life.

2)              both spouses are Covered Persons if the Optimal Withdrawal Amount is based on two lives.

 

If there are two Owners and they are not married to each other, the older of the two is the sole Covered Person.

 

For the purposes of this rider, the terms “married” and “spouse” include bona fide domestic partners or civil union partners in states that afford legal recognition to domestic partnerships or civil unions.  However, whether domestic partners or parties to a civil union will be treated as “spouses” for federal tax purposes depends upon applicable state and federal law.

 

The Covered Person (or one of the two Covered Persons) must be named as the Annuitant.

 

Death or Divorce of a Covered Person — If there is one Covered Person, this rider terminates upon the Covered Person’s death.  If there are two Covered Persons and they divorce or one of them dies, the Optimal Withdrawal Amount will continue to be calculated, the Protected Lifetime Payment will be determined, and any new Payment Factor Table due to a Reset Date will be determined, as if no divorce or death had occurred, and this rider terminates upon the death of the last surviving Covered Person.

 

Upon the death of the (last surviving) Covered Person, the remaining Contract Value, if any, must be distributed according to the provisions in the “DEATH BENEFIT” section of the Contract.

 

Reports — While this rider is in effect, the statements we provide under the Contract’s ‘Reports’ provision will include information for the statement period regarding the Benefit Cost, the Optimal Withdrawal Amount, and the Protected Lifetime Payment.

 

Termination — This rider, every benefit it provides, and deduction of the monthly fee terminate as of the Valuation Period during which any of the following first occur.

 

1)              We receive your instruction to:

 

a)              allocate any purchase payment; or,

b)              dollar cost average; or,

c)               transfer any Contract Value; or,

d)              deduct any withdrawal,

 

in a manner inconsistent with the Contract allocation restrictions or other provisions of this rider.

 

2)              We receive your instruction to stop Portfolio Rebalancing.

 

3)              We receive your instruction to terminate this rider more than 10 years after the Issue Date.

 

4)              We receive your instruction to add, remove, or change a Covered Person.

 

5)              We receive your instruction to change the Annuitant to someone other than a Covered Person.

 

6)              The (last surviving) Covered Person dies.

 

7)              The Contract Value is applied to an Annuity Option.

 

8)              The Contract to which this rider is attached is surrendered or otherwise terminated.

 

We will notify you in writing that the rider has terminated and identify the cause.

 

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Reinstatement — If this rider terminated as a result of an action described in Items 1, 2, 4, or 5 of the ‘Termination’ provision, you may reinstate it within 30 days the rider termination date.

 

We must receive your request for reinstatement along with instructions that correct the action that caused the termination within 30 days of this rider’s termination date.  We will deduct any fees and make any other adjustments that were scheduled during the period of termination so that after the reinstatement, the Contract and this rider will be as though the termination never occurred.

 

 

Signed for the Company and made a part of the Contract as of its Issue Date.

 

PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

 

[ Secretary ]

 

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Payment Factors

(as of the Issue Date)

 

Assumed Interest Rate on the Issue Date: [ 3.29% ]

(Used only for calculating the payment factors)

 

[ * ] Attained Age of the
[ Younger ] Covered Person

 

Payment Factor

[ 94 ]

 

[ 1.00000 ]

[ 93 ]

 

[ 0.50810 ]

[ 92 ]

 

[ 0.34419 ]

[ 91 ]

 

[ 0.26228 ]

[ 90 ]

 

[ 0.21316 ]

[ 89 ]

 

[ 0.18045 ]

[ 88 ]

 

[ 0.15711 ]

[ 87 ]

 

[ 0.13962 ]

[ 86 ]

 

[ 0.12604 ]

[ 85 ]

 

[ 0.11519 ]

[ 84 ]

 

[ 0.10633 ]

[ 83 ]

 

[ 0.09897 ]

[ 82 ]

 

[ 0.09274 ]

[ 81 ]

 

[ 0.08742 ]

[ 80 ]

 

[ 0.08282 ]

[ 79 ]

 

[ 0.07881 ]

[ 78 ]

 

[ 0.07527 ]

[ 77 ]

 

[ 0.07214 ]

[ 76 ]

 

[ 0.06935 ]

[ 75 ]

 

[ 0.06685 ]

[ 74 ]

 

[ 0.06459 ]

[ 73 ]

 

[ 0.06254 ]

[ 72 ]

 

[ 0.06068 ]

[ 71 ]

 

[ 0.05898 ]

[ 70 ]

 

[ 0.05742 ]

[ 69 ]

 

[ 0.05599 ]

[ 68 ]

 

[ 0.05468 ]

[ 67 ]

 

[ 0.05346 ]

[ 66 ]

 

[ 0.05233 ]

[ 65 ]

 

[ 0.05128 ]

[ 64 ]

 

[ 0.05030 ]

[ 63 ]

 

[ 0.04939 ]

[ 62 ]

 

[ 0.04854 ]

[ 61 ]

 

[ 0.04775 ]

[ 60 ]

 

[ 0.04700 ]

 


[ * Prior to the Maximum Annuity Date ]

 

9


Exhibit 99.8(o)

 

Form of

FUND PARTICIPATION AND SERVICE AGREEMENT

 

Protective Life and Annuity Insurance Company (“Insurance Company”), for itself and on behalf of one or more separate accounts of the Insurance Company (“Separate Accounts”), American Funds Distributors, Inc. (“AFD”), American Funds Service Company (“Transfer Agent”), Capital Research and Management Company (“CRMC”), and the American Funds Insurance Series (the “Series”), an open-end investment company for which AFD, CRMC and Transfer Agent provide services and which is divided into funds (hereinafter collectively called the “Funds” and, individually, a “Fund”), for good and valuable consideration, hereby agree on this      day of             201  , that Class 2 shares of the Funds and Class 4 shares of the Funds (“Class 2 or 4 Shares” together , the “shares”) shall be made available to serve as underlying investment media for certain variable annuity contracts (hereinafter called “Contract(s)”; holders of such Contracts hereinafter called “Contractholder(s)”) to be offered by the Insurance Company subject to the following provisions:

 

1.                                       Authorization; Services .

 

a.                                       As distributor of the Series, AFD agrees to make Class 2 shares and Class 4 shares of the Funds that offer such share classes available to the Insurance Company for itself and on behalf of the Separate Accounts on the attached Exhibit A pursuant to the terms of this Agreement. Exhibit B lists the initial Funds that will be made available as underlying investment options to the Contracts. Insurance Company agrees to give the Series and CRMC at least (thirty) 30 days’ notice prior to adding any additional Funds or share classes of a Fund as underlying investment options to the Contracts. AFD reserves the right to approve any such addition. The Insurance Company will offer shares of the Funds in connection with the sale of Contracts to Contractholders.  Fund shares to be made available to Separate Accounts for the Contracts shall be sold by the Series and purchased by the Insurance Company for a given account in accordance with the provisions of this Agreement and at the net asset value of the respective class of the respective Fund (without the imposition of a sales load) computed in accordance with the provisions of the then current Prospectus of the Series. This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of shares made in the offering prospectuses of the Funds, and to the applicable Rules of FINRA, which shall control and override any provision to the contrary in this Agreement.

 

b.                                       Transfer Agent hereby appoints Insurance Company as limited agent and designee with respect to shares of the Funds purchased, held, and redeemed by the Separate Accounts solely for purposes of the provisions of this Agreement, and Insurance Company accepts such appointment, on the terms set forth herein.

 

c.                                        During the term of this Agreement, Insurance Company shall perform the administrative services (“Services”) set forth on Exhibit C hereto, as such exhibit may be amended from time to time by mutual consent of the parties, in respect of

 



 

Separate Accounts holding Class 4 shares of each Fund. In consideration of Insurance Company performing the Services, the Series agrees to pay Insurance Company an administrative services fee of     % of the average daily net asset value of all Class 4 shares of the Funds held by each Separate Account, payable quarterly, in arrears pursuant to an Insurance Administrative Services Plan adopted by the Series.  The Series shall pay all fees within forty-five (45) days following the end of each calendar quarter for fees accrued during that quarter. The fee will be calculated as the product of (a) the average daily net asset value of all Class 4 shares, as applicable, of the Funds held by each Separate Account during the quarter; (b) the number of days in the quarter; and (c) the quotient of 0.0025 divided by 365.  The Series shall not be responsible for payment of fees for Services more than six (6) months in arrears in respect of accounts that were not timely identified by Company as eligible for compensation pursuant to this Agreement. CRMC will evaluate periodically Insurance Company’s service levels, including compliance with established NSCC guidelines, transaction errors, compliance with the prospectus and complaints from Contract owners, in determining whether to continue making payments under the Insurance Administrative Services Plan.  Insurance Company represents to the Series and CRMC that it will not receive compensation for the Services from contractholder fees or any other source.

 

The Insurance Company, directly or through subcontractors (including a designated affiliate), shall provide the certain services described in this Agreement in respect of Separate Accounts holding Class 2 shares on behalf of AFD, Transfer Agent and the Funds in connection with the sale and servicing of the Contracts.   The services to be provided by the Insurance Company to its Separate Accounts include, (i) mailing and otherwise making available to Contractholders, shareholder communications including, without limitation, prospectuses, proxy materials, shareholder reports, unaudited semi-annual and audited annual financial statements, and other notices; (ii) handling general questions regarding the Funds from Contractholders including, without limitation, advising as to performance, yield being earned, dividends declared, and providing assistance with other questions concerning the Funds; (iii) preparing and mailing periodic account statements showing the total number of Separate Account units owned by the Contractholder in that account, the value of such units, and purchases, redemptions, dividends, and distributions in the account during the period covered by the statement; and (iv) preparing and mailing IRS Form 1099-R, IRS Form W-2 and/or other IRS forms as required by applicable Internal Revenue Service rules and regulations. Administrative services to Contractholders shall be the responsibility of the Insurance Company and shall not be the responsibility of AFD, Transfer Agent or any of their affiliates.

 

d.                                       Insurance Company shall transmit to Transfer Agent or the Funds (or to any agent designated by either of them) such information in the possession of Insurance Company concerning the Contractholders as shall reasonably be necessary for Transfer Agent to provide services as transfer agent for the Funds and as any

 

2



 

Fund shall reasonably conclude is necessary to enable that Fund to comply with applicable state Blue Sky laws or regulations.

 

2.                                       The Insurance Company will be entitled to a Rule 12b-1 distribution fee paid by the Series, to be accrued daily and paid monthly at an annual rate of     % of the average daily net assets of the Class 2 and Class 4 shares of each Fund attributable to the Contracts for as long as the Series’ Plans of Distribution pursuant to Rule 12b-1 under the 1940 Act for such share class remains in effect.

 

3.              Compliance with Laws; Reliance on Instructions .

 

a.                                       AFD and CRMC acknowledge and agree that Insurance Company is not responsible for: (i) any information contained in any prospectus, registration statement, annual report, proxy statement, or item of advertising or marketing material prepared by AFD and/or CRMC, which relates to any Fund; (ii) registration or qualification of any shares of any Fund under any federal or state laws; or (iii) compliance by AFD, CRMC and the Funds with all applicable federal and state laws, rules and regulations, the rules and regulations of any self-regulatory organization with jurisdiction (the foregoing laws, rules and regulations are collectively referred to herein as “Applicable Law”) over AFD, CRMC or Funds, and the provisions of the Funds’ prospectus and statement of additional information.

 

b.                                       Insurance Company acknowledges and agrees that it is responsible for (i) any representations concerning the Funds made by Insurance Company or its agents that are not included in the prospectuses, statements of additional information or advertising or marketing material relating to the Funds and prepared or approved in writing by AFD; (ii) satisfying prospectus delivery requirements, to the extent required by law; and (iii) in connection with the services performed in connection with this Agreement, the compliance or failure to comply with any Applicable Law with jurisdiction over Insurance Company.

 

c.                                        Insurance Company and its affiliates shall make no representations concerning the Funds’ shares except those contained in the then current Prospectus of the Series, in such printed information subsequently issued on behalf of the Series or other funds managed by CRMC as supplemental to the Series’ Prospectus, in information published on the Series’ or CRMC’s internet site, or in materials approved by AFD, as provided in the Business Agreement in effect among Insurance Company Investment Distributors, Inc., AFD and CRMC dated even date herewith (the “Business Agreement”).

 

d.                                       Each party is entitled to rely on any written records or instructions provided to it by responsible persons of the other party(ies).

 

3



 

4.              Insurance Company Representations and Warranties .

 

a.                                       The Insurance Company represents and warrants that:

 

(i)             it has the corporate power and the authority to enter into and perform all of its duties and obligations under this Agreement;

 

(ii)            this Agreement constitutes its legal, valid and binding obligation, enforceable against each above-named party in accordance with its terms;

 

(iii)           no consent or authorization of, filing with, or other act by or in respect of any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement;

 

(iv)           it will or has established the Separate Accounts as separate accounts under Tennessee Insurance law;

 

(v)            it has registered the Separate Accounts as unit investment trusts under the Investment Company Act of 1940, as amended (the “1940 Act”), to serve as investment vehicles for certain Contracts or, alternatively, has not registered one or more of the Separate Accounts in proper reliance upon an exclusion from registration under the 1940 Act;

 

(vi)           the Contracts are or will be and at the time of issuance will be treated as annuity contracts and life insurance policies, as applicable, under applicable provisions of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), that Insurance Company will maintain such treatment and that it will notify the Series immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future;

 

(vii)          the offer of the Contracts has been registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), or it is properly exempt from registration under the 1933 Act, and each such registration statement and any further amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the 1933 Act, and the rules and regulations of the SEC thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with the information furnished in writing to Insurance Company by AFD, Transfer Agent, CRMC or the Series expressly for use therein;

 

(viii)         the Contracts provide for the allocation of net amounts received by the Insurance Company to the Separate Accounts, for investment in the shares of

 

4



 

specified investment companies selected among those companies available through the Separate Accounts to act as underlying investment media;

 

(ix)           (a) it, or its affiliate, is a properly registered or licensed broker or dealer under applicable federal laws and regulations and is complying with and will continue to comply with all applicable federal laws, rules and regulations, (b) it, or its affiliate, is a member of FINRA, and (c) its, or its affiliate’s, membership with FINRA is not currently suspended or terminated.  Insurance Company agrees to notify AFD immediately in writing if any of the foregoing representations ceases to be true to a material extent.

 

(x)            any information furnished in writing by Insurance Company for use in the registration statement or annual report of the Series will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, nor result in the Series’ registration statement’s failing to materially conform in all respects to the requirements of the 1933 Act and 1940 Act and the rules and regulations thereunder;

 

(xi)           investment by each Separate Account in a Fund is in reliance on and consistent with the terms of the Series’ Mixed and Shared Funding Order; and

 

(xiii)         the Separate Accounts invest in the Funds in reliance on the status of each Separate Account as a “Permitted Investor” within the meaning of Section 817(h)(4)(A) of the Internal Revenue Code of 1986, as amended.

 

5.                                       Representations and Warranties of AFD, Transfer Agent, CRMC and the Series .

 

a.                                       AFD and Transfer Agent each represents and warrants (as applicable) that:

 

(i)             this Agreement constitutes its legal, valid and binding obligation, and is enforceable against it in accordance with its terms;

 

(ii)            no consent or authorization of, filing with, or other act by or in respect of any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement;

 

(iii)           the execution, performance and delivery of this Agreement by it will not result in its violating any Applicable Law or breaching or otherwise impairing any of its contractual obligations;

 

(iv)           AFD represents that the Funds are registered as investment companies under the 1940 Act and Fund shares sold by the Funds are, and will be, registered under the Securities Act of 1933, as amended;

 

(v)            AFD represents that it is registered as a broker-dealer under the Securities

 

5



 

Exchange Act of 1934, as amended, and may properly cause Fund shares to be made available for the purposes of this Agreement;

 

(vi)           Shares of the Series may be offered to separate accounts of various insurance companies in addition to Insurance Company.  AFD represents, warrants and covenants that no shares of the Series shall be sold to the general public in contravention of Section 817 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”).

 

(vii)          it has the corporate power and the authority to enter into and perform all of its duties and obligations under this Agreement;

 

(viii)         AFD and its affiliates are solely responsible for information contained in any prospectus, registration statement, annual report, proxy statement, or item of advertising or marketing material prepared by AFD relating to any Fund; and

 

(ix)           AFD represents that prospectuses, other materials concerning the Funds are complete and accurate in all material respects and do not contain any material omission or misstatement of a material fact necessary to make the information not misleading or untrue.

 

b.                                       CRMC and the Series represent and warrant that:

 

(i)             the Series is, and shall be at all times while this Agreement is in force, lawfully organized, validly existing, and properly qualified as an open-end management investment company in accordance with the laws of the Commonwealth of Massachusetts;

 

(ii)            a registration statement under the 1933 Act and under the 1940 Act with respect to the Series has been filed with the SEC in the form previously delivered to Insurance Company and the Series’ registration statement and any further amendments thereto will, when they become effective, and all definitive prospectuses and statements of additional information and any further supplements thereto (the “Prospectus”) shall, conform in all material respects to the requirements of the 1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statement therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to CRMC or the Series by Insurance Company expressly for use therein.

 

(iii)           Each Fund will comply with the diversification requirements of Section 817 and shall maintain its qualification as a “regulated investment company” (“RIC”) under the Code.

 

6



 

(iv)           The Series makes no representation or warranty as to whether any aspect of its operations (including but not limited to fees expenses and investment policies) complies or will comply with the insurance laws or regulations of the various states.

 

6.                                       Omnibus Accounts .  The Funds recognize that the Insurance Company, for itself or on behalf of the Separate Accounts, will be the sole shareholder of shares of the Funds issued pursuant to the Contracts, and that the Insurance Company intends to establish one or more omnibus accounts per Fund.  Such arrangement will result in aggregated share orders.  In the event that the aggregate Contractholder accounts maintained by the Insurance Company do not balance with the omnibus accounts maintained by the Transfer Agent, neither the Transfer Agent, any of its affiliates nor the Funds shall be liable to the Contractholders for any shortfall, provided that such shortfall is not a result of an error or omission on the part of the Transfer Agent, its affiliates or the Funds.

 

7.                                       Pricing Information .  The Series or the Transfer Agent will compute the closing net asset value, and any distribution information (including the applicable ex-date, record date, payable date, distribution rate per share, income accrual and capital gains information) for each Fund as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. Eastern Time) on each day the New York Stock Exchange is open for business (a “Business Day”) or at such other time as the net asset value of a Fund is calculated, as disclosed in the relevant Funds’ current prospectuses.   The Series or the Transfer Agent will use their best efforts to communicate to the Insurance Company such information by 6:30 p.m. Eastern Time on each Business Day.  Such information shall be accurate and true in all respects and updated continuously.

 

8.                                       Pricing Adjustments .

 

a.                                       In the event an adjustment is made to the computation of the net asset value of Fund shares as reported to Insurance Company under paragraph 7, (1) the correction will be handled in a manner consistent with SEC guidelines and the Investment Company Act of 1940, as amended and (2) the Funds or Transfer Agent shall notify Insurance Company as soon as practicable after discovering the need for any such adjustment.  Notification may be made in the following manner:

 

Method of Communication

 

(i)             Fund/SERV Transactions .  The parties agree that they will ordinarily choose to use the National Securities Clearing Corporation’s Mutual Fund Settlement, Entry and Registration Verification (“Fund/SERV”) system, and if Fund/SERV is used, any corrections to the fund prices for the prior trade date will be submitted through the Mutual Fund Profile with the correct fund prices and applicable date.

 

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(ii)            Manual Transactions .  If there are technical problems with Fund/SERV, or if the parties are not able to transmit or receive information through Fund/SERV, any corrections to the fund prices should be communicated by facsimile or by electronic transmission acceptable to Transfer Agent, and will include for each day on which an adjustment has occurred the incorrect Fund price, the correct price, and, to the extent communicated to the applicable Fund’s shareholders, the reason for the adjustment.  Funds and Transfer Agent agree that the Insurance Company may send this notification or a derivation thereof (so long as such derivation is approved in advance by Funds or AFD, as applicable) to Contractholders whose accounts are affected by the adjustment.

 

b.                                       To the extent a price adjustment results in a deficiency or excess to a Contractholder’s account, Insurance Company and Transfer Agent agree to evaluate the situation together on a case-by-case basis with the goal towards pursuing an appropriate course of action.  To the extent the price adjustment was due to Transfer Agent’s error, Transfer Agent shall reimburse Contractholder’s account.  Any administrative costs incurred for correcting Contractholder accounts will be at Insurance Company’s expense.

 

9.                                       Purchases and Redemption Orders; Settlement of Transactions

 

a.                                       Manual Transactions .  Manual transactions via facsimile or other electronic transmission acceptable to Transfer Agent shall be used by Insurance Company only in the event that Insurance Company is in receipt of orders for purchase or redemption of shares and is unable to transmit the orders to the Transfer Agent due to unforeseen circumstances such as system wide computer failures experienced by Insurance Company or the National Securities Clearing Corporation (“NSCC”) or other events beyond the Insurance Company’s reasonable control.  In the event manual transactions are used, the following provisions shall apply:

 

(i)             Next Day Transmission of Orders. The Insurance Company will notify the Transfer Agent by 8:00 a.m. Eastern Time, on the next Business Day the aggregate amounts of purchase orders and redemption orders, that were placed by Contractholders in each Separate Account by 4:00 p.m. Eastern time on the prior Business Day (the “Trade Date”).  Insurance Company represents that orders it receives after 4:00 p.m. Eastern time on any given Business Day will be transmitted to the Transfer Agent using the following Business Day’s net asset value.  Transfer Agent may process orders it receives after the 8:00 a.m. deadline using the net asset value next determined.

 

(ii)            Purchases .  All orders received by Insurance Company by 4:00 p.m. on a Business Day and communicated to the Transfer Agent by the 8:00 a.m. deadline shall be treated by the Transfer Agent as if received as of the close of trading on the Trade Date and the Transfer Agent will therefore execute orders at the net

 

8



 

asset values determined as of the close of trading on the Trade Date.  Insurance Company will initiate payment by wire transfer to a custodial account designated by the Funds for the aggregate purchase amounts prior to 4:00 p.m. Eastern time on the next Business Day following Trade Date.

 

(iii)           Redemptions .  Aggregate orders for redemption of shares of the Funds will be paid in cash and wired from the Funds’ custodial account to an account designated by the Insurance Company.  Transfer Agent will initiate payment by wire to Insurance Company or its designee proceeds of such redemptions two (2) Business Days following the Trade Date (T+2).

 

b.                                       Fund/SERV Transactions .  The parties will ordinarily use the Fund/SERV system, and if used, the following provisions shall apply:

 

(i)             Without limiting the generality of the following provisions of this section, the Insurance Company and Transfer Agent each will perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV and the Networking Matrix Level utilized.

 

(ii)            Any information transmitted through the NSCC’s Networking system (“Networking”) by any party to the other and pursuant to this Agreement will be accurate, complete, and in the format prescribed by the NSCC.  Each party will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through Networking and to limit the access to, and the inputting of data into, Networking to persons specifically authorized by such party.

 

(iii)           Same Day Trades .  On each Business Day, the Insurance Company shall aggregate and calculate the purchase orders and redemption orders for each Separate Account received by the Insurance Company prior to 4:00 p.m. Eastern time.  The Insurance Company shall communicate to Transfer Agent for that Trade Date, by Fund/SERV, the aggregate purchase orders and redemption orders (if any) for each Separate Account received by 4:00 p.m. Eastern time on such Trade Date by no later than the NSCC’s Defined Contribution Clearance & Settlement (“DCC&S”) Cycle 8 (generally, 6:30 a.m. Eastern time) on the following Business Day. Transfer Agent shall treat all trades communicated to Transfer Agent in accordance with the foregoing as if received prior to 4:00 p.m. Eastern time on the Trade Date.  All orders received by the Insurance Company after 4:00 p.m. Eastern time on a Business Day shall not be transmitted to NSCC prior to the conclusion of the DCC&S Cycle 8 on the following Business Day, and Insurance Company represents that orders it receives after 4:00 p.m. Eastern time on any given Business Day will be transmitted to the Transfer Agent using the following Business Day’s net asset value.  Transfer Agent may process orders it receives after the DCC&S Cycle 8 deadline using the net asset value next determined.

 

9



 

(iv)           When transmitting instructions for the purchase and/or redemption of shares of the Funds, Insurance Company shall submit one order for all contractholder purchase transactions and one order for all contractholder redemption transactions, unless otherwise agreed to by the Insurance Company and the Transfer Agent.

 

c.                                        Procedures .  Insurance Company represents and warrants that it has policies and procedures in place to ensure that only those orders received by it by 4:00 p.m. Eastern time on any Business Day will be submitted with that business day’s net asset value.

 

d.                                       Contingencies .  All orders are subject to acceptance by Transfer Agent and become effective only upon confirmation by Transfer Agent. Upon confirmation, the Transfer Agent will verify total purchases and redemptions and the closing share position for each fund/account. In the case of delayed settlement, Transfer Agent and Insurance Company shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the Investment Company Act of 1940. Such wires for Insurance Company should be sent to:

 

 

 

Such wires for Transfer Agent should be sent to:

 

Wells Fargo Bank

707 Wilshire Blvd. 13th Floor

Los Angeles, CA  90017

ABA#: 121000248

AFS Account#: 4100-060532

For Credit to AFS acct. no. (account number and fund)

FBO                 (Insurance Company)

 

e.                                        Processing Errors .  Processing errors which result from any delay or error caused by Insurance Company may be adjusted through the NSCC System by Insurance Company by the necessary transactions on a current basis.

 

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f.                                         Coding .  If applicable, orders for the purchase of Fund shares shall include the appropriate coding to enable Transfer Agent to properly calculate commission payments to any broker-dealer firm assigned to the Separate Account.

 

g.                                        Reconciliation .  Insurance Company shall reconcile share positions with respect to each Fund for each Separate Account daily as reflected on its records to those reflected on statements from Transfer Agent and shall, on request, certify that each Separate Account’s share positions with respect to each Fund reported by Transfer Agent reconcile with Insurance Company’s share positions for that Separate Account.  Insurance Company shall promptly inform Transfer Agent of any record differences and shall identify and resolve all non-reconciling items within five (5) business days.

 

h.                                       Verification .  Within a reasonable period of time after receipt of a confirmation relating to an instruction, Insurance Company shall verify its accuracy in terms of such instruction and shall notify Transfer Agent of any errors appearing on such confirmation.

 

i.                                           Order Processing .  Any order by Insurance Company for the purchase of shares of the respective Funds through AFD shall be accepted at the time when it is received by AFD/Transfer Agent (or any clearinghouse agency that AFD/Transfer Agent may designate from time to time), and at the offering and sale price determined in accordance with this Agreement, unless rejected by AFD, Transfer Agent or the respective Funds.  In addition to the right to reject any order, the Funds have reserved the right to withhold shares from sale temporarily or permanently. AFD/Transfer Agent will not accept any order from Insurance Company that is placed on a conditional basis or subject to any delay or contingency prior to execution.  The procedure relating to the handling of orders shall be subject to instructions that AFD shall forward from time to time.  The shares purchased will be issued by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles Clearing House funds.  If payment for the shares purchased is not received within three (3) days after the date of confirmation, the sale may be cancelled by AFD or by the respective Funds without any responsibility or liability on the part of AFD or the Funds, and AFD and/or the respective Funds may hold the Insurance Company responsible for any loss, expense, liability or damage, including loss of profit suffered by AFD and/or the respective Funds, resulting from Insurance Company’s delay or failure to make payment as aforesaid.

 

j.                                          Dividends and Distributions .  The Transfer Agent shall furnish notice promptly to the Insurance Company of any dividend or distribution payable on any Funds held by the Separate Accounts.  The Insurance Company hereby elects to receive all such dividends and distributions as are payable on shares of a Fund recorded in the title for the corresponding Separate Account in additional shares of that Fund. The Series shall notify the Insurance Company of the number of shares so issued.

 

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All such dividends and distributions shall be automatically reinvested at the ex-dividend date net asset value.  The Insurance Company reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash.

 

k.                                       Right to Suspend .  The Series reserves the right to temporarily suspend sales if the Board of Trustees of the Series, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, deems it appropriate and in the best interests of shareholders or in response to the order of an appropriate regulatory authority.  Insurance Company shall abide by requirements of the Funds’ frequent trading policy as described in the Series’ prospectus and statement of additional information.

 

l.                                           Book Entry .  Transfer of the Series’ shares will be by book entry only.  No stock certificates will be issued to the Separate Accounts.  Shares ordered from a particular Fund will be recorded by the Series as instructed by Insurance Company in an appropriate title for the corresponding Separate Account.

 

m.                                   Limitations on Redemptions .  The Insurance Company shall not redeem Fund shares attributable to the Contracts (as opposed to Fund shares attributable to the Insurance Company’s assets held in the Account) except (i) as necessary to implement Contractholder-initiated transactions, or (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (a “Legally Required Redemption”).  Upon request, the Insurance Company will promptly furnish to the Series and AFD an opinion of counsel for the Insurance Company (which counsel shall be reasonably satisfactory to the Series and AFD) to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption.

 

10.                                Account Activity .  Upon request, the Transfer Agent shall send to the Insurance Company, (i) confirmations of activity in each Separate Account within five (5) Business Days after each Trade Date on which a purchase or redemption of shares of a Fund is effected for a Separate Account; (ii) statements detailing activity in each Separate Account no less frequently than quarterly; and (iii) such other information as may reasonably be requested by Insurance Company and agreed upon by Transfer Agent.

 

11.                                Expenses .  All expenses incident to each party’s performance of this Agreement shall be paid by the respective party.

 

The Funds shall pay the cost of registration of their shares with the SEC, preparation of the Fund’s prospectuses, proxy materials and reports, or the preparation of other related statements and notices required by Applicable Law.  The Funds shall pay the cost of qualifying Fund shares in states where required.

 

12.                                Proxy and Other Communication Materials.   The Funds shall distribute to the Insurance Company their proxy material and periodic Fund reports to shareholders. AFD, Transfer

 

12



 

Agent or the Funds shall provide the Insurance Company with a reasonable quantity of the Funds’ prospectuses and sales literature upon request to be used for the Separate Accounts in connection with the transactions contemplated by this Agreement.  AFD, Transfer Agent or the Funds shall provide to Insurance Company, or its authorized representative, at no expense to Insurance Company, the following Contractholder communication materials prepared for circulation to Contractholders in quantities reasonably requested by Insurance Company which are sufficient to allow mailing thereof by Insurance Company, to the extent required by Applicable Law, to all Contractholders in the Separate Accounts: proxy or information statements, annual reports, semi-annual reports, and all updated prospectuses, supplements and amendments thereof.  AFD, Transfer Agent or the Funds shall provide Insurance Company with other documents and materials as Insurance Company may reasonably request from time to time.

 

AFD will provide Insurance Company on a timely basis with investment performance information for each Fund, including (a) the top ten portfolio holdings on a quarterly basis; and (b) on a monthly basis, average annual total return for the prior one-year, three year, five-year, ten-year and life of the Fund.  AFD will endeavor to provide the information in clause (a) to Insurance Company within twenty (20) business days after the end of each quarter, and will endeavor to provide the information in clause (b) to Insurance Company within five (5) business days after the end of each month.

 

13.                                Proxy Materials/Voting .  The Insurance Company will distribute all proxy material furnished by the Funds to the extent required by Applicable Law.  For so long as the SEC interprets the 1940 Act to require pass-through voting by insurance companies whose separate accounts are registered as investment companies under the 1940 Act (“Registered Separate Accounts”), the Insurance Company shall vote shares of the Funds held in Registered Separate Accounts at shareholder meetings of the Funds in accordance with instructions timely received by the Insurance Company (or its designated agent) from owners of Contracts funded by such Registered Separate Accounts having a voting interest in the Funds.  The Insurance Company shall vote shares of the Funds held in Registered Separate Accounts that are attributable to the Contracts as to which no timely instructions are received, as well as shares held in such Registered Separate Account that are not attributable to the Contracts and owned beneficially by the Insurance Company (resulting from charges against the Contracts or otherwise), in the same proportion as the votes cast by owners of the Contracts funded by the Registered Separate Account having a voting interest in the Funds from whom instructions have been timely received.  The Insurance Company shall vote shares of the Funds held in its general account or in any Separate Account that is not registered under the 1940 Act, if any, in its discretion.

 

14.                                Future Registration of Separate Account(s) .  If Insurance Company registers a Separate Account as a unit investment trust under the 1940 Act, Insurance Company will provide to each Fund, as appropriate, at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions,

 

13



 

requests for no action letters, and all amendments to any of the above, that relate to the Contracts or any Separate Account contemporaneously with the filing of such document with the SEC, FINRA or other regulatory authority.

 

15.                                Independent Contractor Status.   The Insurance Company shall, for all purposes herein, be deemed to be an independent contractor and shall have, unless otherwise expressly provided or authorized, no authority to act for or represent AFD or the Funds in any way or otherwise be deemed an agent of AFD or the Funds.

 

16.                                Termination .  At the terminating party’s election and the other party’s concurrence, termination of this Agreement may be limited solely as to new Contracts.  This Agreement shall terminate:

 

a.                                       at the option of the Insurance Company, AFD, Transfer Agent, CRMC or the Series upon ninety (90) days’ advance written notice to the other parties;

 

b.                                       at any time by giving thirty (30) days’ written notice to the other party in the event of a material breach of this Agreement by the other party that is not cured during such 30-day period;

 

c.                                        at the option of the Insurance Company, CRMC, AFD or the Series, upon institution of formal proceedings relating to (i) the marketing of the Contracts, (ii) the Separate Accounts, (iii) the Insurance Company, (iv) AFD or (v) the Funds by FINRA, the SEC or any other regulatory body;

 

d.                                       at the option of Insurance Company immediately upon written notice, if the Series or CRMC fails to meet the requirements for either diversification under Section 817 or RIC status under the Code;

 

e.                                        at the option of any party upon termination of CRMC’s investment advisory agreement with the Series.  Notice of such termination shall be promptly furnished. This paragraph (e) shall not be deemed to apply if, contemporaneously with such termination, a new contract of substantially similar terms is entered into between CRMC and the Series;

 

f.                                         except for Insurance Company’s delegation of its duties to a subcontractor or to an affiliate, upon assignment of this Agreement, at the option of any party not making the assignment, unless made with the written consent of the other parties;

 

g.                                        in the event interests in the Separate Accounts, the Contracts, or Fund shares are not registered, issued or sold in conformity with Applicable Law or such Applicable Law precludes the use of Fund shares as an underlying investment medium of Contracts issued or to be issued by the Insurance Company.  Prompt notice shall be given by the terminating party to the other parties in the event the conditions of this provision occur;

 

14



 

h.                                       for Registered Separate Accounts, they may terminate upon a decision by the Insurance Company, in accordance with regulations of the SEC for Registered Separate Accounts, to substitute Fund shares with the shares of another investment company for Contracts for which the Fund shares have been selected to serve as the underlying investment medium for Registered Separate Accounts, in which case the following provisions shall apply:

 

(i)             The Insurance Company will give sixty (60) days’ written notice to the applicable Fund and AFD upon the occurrence of the earlier of the following actions taken for the purpose of substituting shares of the Fund: (1) an application made to the SEC, (2) a proposed Contractholder vote, or (3) the Insurance Company’s determination to substitute Fund shares with the shares of another investment company; and

 

(ii)            The Funds or AFD will in no way recommend action in connection with, or oppose or interfere with any application made to the SEC by the Insurance Company with regard to the substitution of Fund shares with shares of another investment company or seek in any manner to oppose or interfere with  a proposed Contractholder vote; or

 

i.                                           upon such shorter notice as is required by law, order or instruction by a court of competent jurisdiction or a regulatory body or self-regulatory organization with jurisdiction over the terminating party.

 

Upon termination and at the request of the requesting party, the other party shall deliver to the requesting party, any records which the requesting party may be required by law or regulations to have access to or to maintain.

 

17.                                Notices .  All notices under this Agreement, unless otherwise specified in the Agreement shall be given in writing and delivered via overnight delivery (postage prepaid, return receipt requested), facsimile transmission or registered or certified mail, as follows:

 

If to the Insurance Company:

 

 

 

with a copy to:

 

 

15



 

 

If to AFD, Transfer Agent, CRMC or to the Series:

 

Kenneth R. Gorvetzian

Capital Research and Management Company

333 South Hope Street

55 th  Floor

Los Angeles, CA  90071

 

with a copy to:

 

Stephen T. Joyce

American Funds Distributors, Inc.

333 South Hope Street

55 th  Floor

Los Angeles, CA  90071

 

And:

 

American Funds Service Company

Attn: Contract Administration

3500 Wiseman Blvd.

San Antonio, TX 78251-4321

phone: 800/421-5475, ext. 8

facsimile: 210/474-4088

 

or to such other address or person as may be specified in a written notice given to the other parties.  The date of service of any notice shall be the date it is received by the recipient.

 

18.                                Books and Records .  Each party hereto shall cooperate with the other parties and all appropriate governmental authorities and shall permit authorities reasonable access to its books and records upon proper notice in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.  Each party shall maintain and preserve all records in its possession as required by law to be maintained and preserved in connection with the provision of the services contemplated hereunder.  Upon the request of a party, the other party shall provide copies of all records as may be necessary to (a) monitor and review the performance of either party’s activities, (b) assist either party in resolving disputes, reconciling records or responding to auditor’s inquiries, (c) comply with any request of a governmental body or self-regulatory organization, (d) verify compliance by a party with the terms of this Agreement, (e) make required regulatory reports, or (f) perform general customer service.  The parties agree to cooperate in good faith in providing records to one another under this provision.

 

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19.                                Indemnification.

 

a.              Insurance Company shall indemnify and hold harmless AFD, Transfer Agent, CRMC, the Series, each of the Funds, and each of their affiliates, directors, officers, employees and agents and each person who controls them within the meaning of the 1933 Act, from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys’ fees (“Losses”), they may incur, insofar as such Losses arise out of or are based upon (i) Insurance Company’s negligence or willful misconduct in the performance of its duties and obligations under this Agreement, (ii) Insurance Company’s violation of any Applicable Law in connection with the performance of its duties and obligations under this Agreement, and (iii) any breach by Insurance Company of any provision of this Agreement, including any representation, warranty or covenant made in the Agreement.  Insurance Company shall also reimburse AFD, Transfer Agent, CRMC, the Series, the Funds and their respective affiliates for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending against such Losses.  This indemnity provision is in addition to any other liability which Insurance Company may otherwise have to AFD, the Transfer Agent, CRMC, the Series, the Funds or their respective affiliates.

 

b.                                       AFD, Transfer Agent or CRMC, as applicable, shall indemnify and hold harmless, Insurance Company and its directors, officers, employees and agents and each person who controls them within the meaning of the 1933 Act, from and against any and all Losses they may incur, insofar as such Losses arise out of or are based upon (i) AFD’s, Transfer Agent’s or CRMC’s negligence or willful misconduct in the performance of its duties and obligations under this Agreement, (ii) AFD’s, Transfer Agent’s or CRMC’s violation of any Applicable Law in connection with the performance of its duties and obligations under this Agreement, and (iii) any breach by AFD, Transfer Agent or CRMC of any provision of this Agreement, including any representation, warranty or covenant made in the Agreement by AFD, Transfer Agent or the Series.  AFD, Transfer Agent or CRMC, as applicable, shall also reimburse Insurance Company for any legal or other expenses reasonably incurred in connection with investigating or defending against such Losses.  This indemnity provision is in addition to any other liability which AFD, Transfer Agent or CRMC may otherwise have to Insurance Company.

 

c.                                        Promptly after receipt by a party entitled to indemnification under this paragraph 19 (an “Indemnified Party”) of notice of the commencement of an investigation, action, claim or proceeding, such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this paragraph 19, notify the indemnifying party of the commencement thereof.  The indemnifying party will be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party.  After notice from the indemnifying party of its intention to

 

17



 

assume the defense of an action and the appointment of satisfactory counsel, Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the indemnifying party shall not be liable to such Indemnified Party under this paragraph for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation.  The indemnifying party shall not, without the prior written consent of the Indemnified Party, settle or compromise the liability of the Indemnified Party; provided, however, that in the event that the Indemnified Party fails to provide its written consent, the indemnifying party shall thereafter be liable to provide indemnification only to the extent of the amount for which the action could otherwise have been settled or compromised.

 

20.                                Governing Law .  This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York exclusive of conflicts of laws.

 

21.                                Subchapter M .  CRMC will endeavor to have each Fund comply with Subchapter M of the Internal Revenue Code of 1986, as amended, and the regulations thereunder and shall qualify as a regulated investment company thereunder.

 

22.                                Entire Agreement/Amendments .  This Agreement (together with the Business Agreement) contains the entire understanding and agreement among the parties with respect to the subject matter of this Agreement and supersedes any and all prior agreements, understandings, documents, projections, financial data, statements, representations and warranties, oral or written, express or implied, between the parties hereto and their respective affiliates, representatives and agents in respect of the subject matter hereof.  This agreement may not be amended except by written agreement of the parties.  If there should be any conflict between the terms of this Agreement and those of the Business Agreement, the terms of this Agreement shall govern.

 

23.                                Assignability .  This Agreement shall extend to and be binding upon the Insurance Company, the Series, AFD, CRMC and the Transfer Agent and their respective successors and assigns.  Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or corporation, other than the parties hereto and their respective successors and permitted assigns, any legal or equitable right, remedy or claim in respect of this Agreement or any provision herein contained.  Neither this Agreement nor any rights, privileges, duties or obligations of the parties hereto may be assigned by any party without the prior written consent of the other parties or as expressly contemplated by this Agreement; provided, however, that a merger of, reinsurance arrangement by, or change of control of a party shall not be deemed to be an assignment for purposes of this Agreement.

 

24.                                Proprietary Information .  AFD and the Funds agree that the names, addresses, and other information relating to the Contractholders or prospects for the sale of the Contracts developed by Insurance Company are the exclusive property of the Insurance Company and may not be used by AFD, Transfer Agent, CRMC or the Funds without the written consent of the Insurance Company except for carrying out the terms of this Agreement or

 

18



 

as otherwise provided for in this Agreement and any amendments thereto.  Each party to this Agreement agrees to maintain the confidentiality of all information (including personal financial information of the customers of either party) received from the other party pursuant to this Agreement.  Each party agrees not to use any such information for any purpose, or disclose any such information to any person, except as permitted or required by applicable laws, rules and regulations, including applicable state privacy laws and the Gramm-Leach-Bliley Act and any regulations promulgated thereunder.  This provision, to the extent permissible by applicable law, shall not be construed to limit the parties’ obligation to comply with paragraph 19, above.

 

AFD, the Transfer Agent, CRMC and the Series hereby consent to the Insurance Company’s use of the names of the Series, the Funds, AFD, the Transfer Agent and CRMC in connection with marketing the Funds and Contracts, subject to the terms of this Agreement and the Business Agreement. Insurance Company acknowledges and agrees that AFD, CRMC and/or their affiliates own all right, title and interest in and to the names American Funds, American Funds Distributors, American Funds Insurance Series, American Funds Service Company and Capital Research and Management Company and covenants not, at any time, to challenge the rights of AFD, CRMC and/or its affiliates to such name or design, or the validity or distinctiveness thereof.  AFD, the Transfer Agent, CRMC and the Series hereby consent to the use of any trademark, trade name, service mark or logo used by AFD, the Transfer Agent, CRMC and the Series, subject to AFD, the Transfer Agent, CRMC or the Series approval of such use and in accordance with reasonable requirements of that party.  Such consent will terminate with the termination of this Agreement.  The Insurance Company agrees and acknowledges that all use of any designation comprised in whole or in part of the name, trademark, trade name, service mark and logo under this Agreement shall inure to the benefit of AFD, the Transfer Agent, CRMC and/or the Series.

 

25.                                Severability .  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.

 

26.                                No Waiver .  No waiver of any provision of this Agreement will be binding unless in writing and executed by the party granting such waiver.  Any valid waiver of a provision set forth herein shall not constitute a waiver of any other provision of this Agreement.  In addition, any such waiver shall constitute a present waiver of such provision and shall not constitute a permanent future waiver of such provision.

 

27.                                No Joint Venture, Etc.   Neither the execution nor performance of this Agreement shall be deemed to create a partnership or joint venture by and among Insurance Company, Transfer Agent, AFD, CRMC and the Funds.

 

28.                                Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.  Neither this Agreement nor any amendment shall become effective until all counterparts have been fully executed and delivered.

 

19



 

29.                                Survival .  The provisions of paragraphs 4, 5, 19 and 24 survive termination of this Agreement.  If this Agreement terminates, the Series, at Insurance Company’s option, will continue to make additional shares of the Funds available for all existing Contracts as of the effective date of termination (under the same terms and conditions as were in effect prior to termination of this Agreement with respect to existing Contractholders), unless the applicable Fund liquidates or applicable laws prohibit further sales.

 

30.                                Non-exclusivity .  Each of the parties acknowledges and agrees that this Agreement and the arrangements described herein are intended to be non-exclusive and that each of the parties is free to enter into similar agreements and arrangements with other entities.

 

31.                                Insurance .  At all times Insurance Company shall maintain insurance coverage that is reasonable and customary in light of all its responsibilities hereunder.  Such coverage shall insure for losses resulting from the criminal acts or errors and omissions of Insurance Company’s employees and agents.

 

32.                                Oversight of Insurance Company .  Insurance Company will permit Transfer Agent or its representative to have reasonable access to Insurance Company’s personnel and records pertaining to this Agreement in order to facilitate the monitoring of the quality of the services performed by Insurance Company under this Agreement.

 

33.                                Independent Audit .  In the event Transfer Agent determines, based on a review of complaints received in accordance with paragraph 18, above, that Insurance Company is not processing Contractholder transactions accurately, Transfer Agent reserves the right to require that Insurance Company’s data processing activities as they relate to this Agreement be subject to an audit by an independent accounting firm to ensure the existence of, and adherence to, proper operational controls.  Insurance Company shall make available upon Transfer Agent’s request a copy of any report by such accounting firm as it relates to said audit.  Insurance Company shall immediately notify Transfer Agent in the event of a material breach of operational controls.

 

34.                                Arbitration .  In the event of a dispute between the parties with respect to this Agreement, and in the event the parties are unable to resolve the dispute between them, such dispute shall be settled by arbitration; one arbitrator to be named by each party to the disagreement and a third arbitrator to be selected by the two arbitrators named by the parties.  The decision of a majority of the arbitrators shall be final and binding on all parties to the arbitration.  The expenses of such arbitration shall be paid by the non-prevailing party.

 

35.                                No Recourse .  The obligations of the Series under this Agreement are not binding upon any of the Trustees, officers, employees or shareholders (except CRMC if it is a shareholder) of the Series individually, but bind only the Series’ assets.  When seeking satisfaction for any liability of the Series in respect of this Agreement, Insurance Company and the Account agree not to seek recourse against said Trustees, officers, employees or shareholders, or any of them, or any of their personal assets for such

 

20



 

satisfaction.

 

36.                                Conflicts .  The parties to this Agreement recognize that due to differences in tax treatment or other considerations, the interests of various Contractholders participating in one or more Funds might, at some time, be in conflict.  Each party shall report to the other party any potential or existing conflict of which it becomes aware.  The Board of Trustees of the Series shall promptly notify Insurance Company of the existence of irreconcilable material conflict and its implications.  If such a conflict exists, Insurance Company will, at its own expense, take whatever action it deems necessary to remedy such conflict; in any case, Contractholders will not be required to bear such expenses.

 

37.                                Mixed and Shared Funding .  The Series hereby notifies Insurance Company that it may be appropriate to include in the Prospectus pursuant to which a Contract is offered disclosure regarding the risks of mixed and shared funding.

 

38.                                Shareholder Information Agreement .  The Insurance Company has executed or will execute an agreement with Transfer Agent pursuant to Rule 22c-2 under the Investment Company Act of 1940, under which the Insurance Company is required, upon request, to provide the Funds with certain account information and to prohibit transactions that violate the policies established by the Funds for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Funds.

 

39.                                Confidentiality of Holdings Information .  The Insurance Company may receive certain holdings information (the “Holdings Information”) related to the Funds on a daily, weekly, monthly or other periodic basis from the Series, CRMC or one of their designees in order to help evaluate the Funds for inclusion in the Contracts and to evaluate and coordinate with Insurance Company’s internal hedging program (the “Purpose”). Insurance Company agrees that the Holdings Information is confidential and may only be used by Insurance Company for the Purpose.  Insurance Company agrees that it (a) will hold any and all Holdings Information it obtains in strictest confidence; (b) may disclose or provide access to its employees who have a need to know and may make copies of Holdings Information only to the extent reasonably necessary to carry out the Purpose; (c) currently has, and in the future will maintain in effect and enforce, rules and policies to protect against access to or use or disclosure of Holdings Information other than in accordance with this Agreement, including without limitation written instruction to and agreements with employees and agents who are bound by an obligation of confidentiality no less stringent than set forth in this Agreement to ensure that such employees and agents protect the confidentiality of Holdings Information; (d) will instruct its employees and agents not to disclose Holdings Information to third parties, including without limitation customers, sub-contractors or consultants; and (e) will notify the Series and CRMC immediately of any unauthorized disclosure or use, and will cooperate with them in taking action to ensure that the Holdings Information is not used by such receiving party.Without limiting the foregoing, Insurance Company shall use at least the same degree of care, but no less than reasonable care, to avoid disclosure or use of this Holdings Information as it employs with respect to its own confidential information of a like importance

 

21



 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

 

 

PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY,

 

for itself and on behalf of the Separate Accounts

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

 

AMERICAN FUNDS DISTRIBUTORS, INC.

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

 

AMERICAN FUNDS INSURANCE SERIES

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

 

AMERICAN FUNDS SERVICE COMPANY

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

 

CAPITAL RESEARCH AND MANAGEMENT COMPANY

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

22



 

EXHIBIT A

 

Insurance Company Accounts

 

23



 

EXHIBIT B — Initial Funds

 

 

 

American Funds Insurance Series

 

Class 2 :

 

 

 

American Funds Insurance Series

 

Class 4 :

 

24



 

EXHIBIT C

 

Administrative Services

 

1.              Periodic Reconciliation .  The Insurance Company shall provide the Funds with sufficient information to allow for the periodic reconciliation of outstanding units of Insurance Company separate accounts and shares of the Funds.

 

2.              Record Maintenance .  To facilitate the reconciliation activities described in paragraph 1, the Insurance Company shall maintain with respect to each Separate Account holding the Funds’ Class 4 Shares and each Contract owner for whom such shares are beneficially owned the following records:

 

a.               Number of shares;

b.               Date, price and amount of purchases and redemptions (including dividend reinvestments) and dates and amounts of dividends paid for at least the current year to date;

c.                Name and address and taxpayer identification numbers;

d.               Records of distributions and dividend payments; and

e.                Any transfers of shares.

 

3.              Fund Information .  The Insurance Company shall respond to inquiries from Contract owners regarding the Funds, including questions about the Funds’ objectives and investment strategies.

 

4.              Shareholder Communications . The Insurance Company shall provide for the delivery of certain Fund-related materials as required by applicable law or as requested by Contract owners. The Fund related materials shall consist of updated prospectuses and any supplements and amendments thereto, statements of additional information, annual and other periodic reports, proxy or information statements and other appropriate shareholder communications. The Insurance Company shall respond to inquiries from Contract owners relating to the services provided by it and inquiries relating to the Funds.

 

5.              Transactional Services . The Insurance Company shall (a) communicate to the Funds’ transfer agent, purchase, redemption and exchange orders; and (b) communicate to the Separate Accounts and Contract owners, mergers, splits and other reorganization activities of the Funds.

 

6.              Other Information .  The Insurance Company shall provide to the Separate Accounts and Contract owners such other information as shall be required under applicable law and regulations.

 

25


Exhibit 99.9

 

 

Protective Life Insurance Company

 

Protective Life and Annuity Insurance Company

 

Post Office Box 2606

 

Birmingham, AL 35202

 

Phone 205 268 1000

 

 

GRAPHIC

 

MAX BERUEFFY

Senior Associate Counsel

Writer’s Direct Number: (205) 268-3581

Facsimile Number: (205) 268-3597

Toll-Free Number: (800) 627-0220

E-mail: max.berueffy@protective.com

 

June 19, 2015

 

Protective Life and Annuity Insurance Company

2801 Highway 280 South

Birmingham, Alabama  35223

 

Gentlemen:

 

This opinion is submitted with respect to the registration statement on Form N-4, file number 811-8537, to be filed by Protective Life and Annuity Insurance Company (the “Company”), as depositor, and Protective Variable Annuity Separate Account (the “Separate Account”), as registrant, with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.  The flexible premium deferred variable annuity contracts registered under this registration statement will be known as “Protective Variable Annuity NY II B Series.”  I have examined such documents and such law as I considered necessary and appropriate, and on the basis of such examination, it is my opinion that:

 

1.                                       The Company is a corporation duly organized and validly existing as a stock life insurance company under the laws of the State of Tennessee and is a validly existing corporation.

 

2.                                       The Separate Account is a duly authorized and validly existing separate account pursuant to the Tennessee Insurance Code and the regulations issued thereunder.

 

3.                                       Assets allocated to the Separate Account will not be chargeable with liabilities arising out of any other business the Company may conduct.

 

4.                                       The Contracts, to be issued as contemplated by the Form N-4 registration statement, when issued and delivered will constitute legally issued and binding obligations of the Company in accordance with their terms.

 

I hereby consent to the filing of this opinion as an exhibit to the Form N-4 registration statement for the Contracts and the Separate Account.

 

 

Very truly yours,

 

 

 

 

 

/s/ Max Berueffy

 

Max Berueffy

 

Senior Associate Counsel

 

120185

 


Exhibit 99.10(a)

 

[SUTHERLAND ASBILL & BRENNAN LLP]

 

THOMAS E. BISSET

DIRECT LINE: 202.383.0118

E-mail: thomas.bisset@sutherland.com

 

June 19, 2015

 

Board of Directors

Protective Life Insurance Company

2801 Highway 280 South

Birmingham, Alabama 35223

 

RE:          Protective Variable Annuity NY II B Series

Pre-Effective Amendment No. 1

 

Directors:

 

We hereby consent to the reference to our name under the heading “Legal Matters” in the Statement of Additional Information filed as part of Pre-Effective Amendment No. 1 to the Form N-4 registration statement for Variable Annuity Account A of Protective Life (File No. 333-201920) by Protective Life and Annuity Insurance Company with the Securities and Exchange Commission. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

 

 

Sincerely,

 

 

 

SUTHERLAND ASBILL & BRENNAN LLP

 

 

 

 

 

 

By:

/s/ Thomas E. Bisset

 

 

Thomas E. Bisset

 


 

Exhibit 99.10(b)

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the use in this Registration Statement on Form N-4 (File No. 333-201920) of our report dated April 27, 2015, relating to the statutory financial statements and financial statement schedules of Protective Life and Annuity Insurance Company (prepared using accounting practices prescribed or permitted by the Insurance Department of the State of Alabama), which appears in such Registration Statement.  We also consent to the use in this Registration Statement on Form N-4 (File No. 333-201920) of our report dated April 24, 2015, relating to the financial statements of Variable Annuity Account A of Protective Life, which appears in such Registration Statement.  We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

 

/s/ PricewaterhouseCoopers LLP

 

 

Birmingham, Alabama

June 19, 2015