N-4/A 1 n-4a.htm n-4a.htm

As filed with the Securities and Exchange Commission on May 6, 2013

Registration Nos.    333-186359
811-08205

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

FORM N-4

 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  [  ]  
         
 
    Pre-Effective Amendment No. 1
[X]
   
         
 
    Post-Effective Amendment No.
[   ]
   
         
 
and/or
   
         
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
 
[  ]
 
         
 
    Amendment No.  24
 
[X]
 

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D
(Exact Name of Registrant)

FIRST INVESTORS LIFE INSURANCE COMPANY
(Name of Depositor)

55 Broadway, New York, New York 10006
(Address of Depositor's Principal Executive Offices)

(212) 858-8200
(Depositor's Telephone Number, including Area Code)

Carol E. Springsteen
First Investors Life Insurance Company
55 Broadway
New York, New York 10006
(Name and Address of Agent for Service)

Copies of all communications to:
K&L Gates LLP
1601 K Street, NW
Washington, DC  20006-1600
Attn: Diane Ambler, Esq.

Approximate Date of Proposed Public Offering: As soon as practicable after effectiveness of the Registration Statement.

 
 
 

 
Registrant hereby agrees to amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the 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:  Units of interest in First Investors Life Variable Annuity Fund D under individual flexible premium variable deferred annuity contracts.
 
 

 
 
 
  First Choice Bonus Annuity
An Individual Flexible Premium Variable Deferred Annuity Contract with Bonus Payments
 
Offered by First Investors Life Insurance Company through
First Investors Life Variable Annuity Fund D.
 
55 Broadway, New York, New York 10006 (800) 832-7783
 
This prospectus describes an individual flexible premium variable deferred annuity contract (the “Contract”) offered by First Investors Life Insurance Company (“First Investors Life”, “We”, “Us” or “Our”).  First Investors Life will credit a “Bonus Payment” to the Accumulation Value each time You make a Purchase Payment with some limitations. The Contract provides You with the opportunity to accumulate capital, on a tax-deferred basis, for retirement or other long-term purposes and thereafter, if You so elect, to receive annuity payments for a lifetime based upon the Contract’s Accumulation Value and other factors.  First Choice Bonus Annuity charges expenses that may be higher than expenses for a similar contract that does not credit a Bonus Payment.  We offer variable annuities with lower fees.  You should carefully consider whether or not the Contract is the best product for You.
 
When You invest in a Contract, You allocate Your purchase payments (less certain applicable charges) to one or more “Subaccounts” of Separate Account D or to the Fixed Account. Each of the Subaccounts invests in a corresponding “Fund” of the First Investors Life Series Funds (“Life Series Funds”). A copy of the prospectus for the Life Series Funds is attached. The Contract requires a minimum initial investment of $5,000.
 
The amount You accumulate in the Subaccounts depends upon the performance of the Subaccounts in which You invest.  You bear all of the investment risk, which means that You could lose money invested in the Subaccounts.  We credit interest to amounts You allocate to the Fixed Account.
 
Please read this prospectus and keep it for future reference.  It contains important information that You should know before buying or taking action under a Contract, including all material benefits, features, rights, and obligations under a Contract. We filed a Statement of Additional Information (“SAI”), dated _______, 2013 with the Securities and Exchange Commission (“SEC”). We incorporate the SAI by reference into this prospectus. See the SAI Table of Contents at the end of this prospectus.  You can get a free SAI by contacting Us at Raritan Plaza 1, Edison, New Jersey 08837, by calling the telephone number shown above or by visiting Our website www.firstinvestors.com.  You also can obtain electronic copies of Our documents, including reports and SAIs, from the EDGAR database on the SEC’s website at http://www.sec.gov.
 
The SEC has not approved or disapproved these securities or passed judgment on the adequacy of this prospectus.   Any representation to the contrary is a criminal offense.
 
The date of this prospectus is                , 2013
 
 

 
 
 GLOSSARY OF SPECIAL TERMS
 
FEES AND EXPENSES
5
HISTORICAL ACCUMULATION UNIT INFORMATION
7
OVERVIEW OF THE CONTRACT
8
    Summary of Risks and Rewards of the Contract
8
    How the Contract Works
9
    Who We Are and How to Contact Us
10
THE CONTRACT IN DETAIL
14
    Application and Purchase Payments
14
    Allocation of Purchase Payments
14
    Reallocations among Subaccounts
15
    What Are Our Policies on Frequent Reallocation Among Subaccounts?
15
Bonus Payments
16
    What Are the Risks to Contractowners of Frequent Reallocations?
16
    The Accumulation Phase
16
    The Payout Phase
23
    Your Right to Examine the Contract
26
FINANCIAL INFORMATION
27
    Calculating Values
27
    Contract Expenses
27
    Other Charges
28
    Federal Tax Information
28
OTHER INFORMATION
32
    Voting Rights
32
    Processing Transactions
32
    Reservation of Rights
33
    State Variations
33
    Distribution of the Contract
33
    Reports
33
    Financial Statements
33
TABLE OF CONTENTS OF
THE STATEMENT OF ADDITIONAL INFORMATION
34
 
First Investors Life does not guarantee the performance of the Subaccounts. The Contract is not a deposit or obligation of, or guaranteed or endorsed by, any bank or depository institution, nor is it federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Bank or any other agency. The Contract involves risk, including possible loss of the principal amount invested.
 
The Contract may not be available in all states and jurisdictions. This prospectus does not constitute an offering in any state or jurisdiction in which such offering may not lawfully be made. First Investors Life does not authorize any information or representations regarding the Contract other than as described in this prospectus, the attached Life Series Funds prospectus or any supplements thereto or in any supplemental sales material We authorize.
 
 

 

 
 GLOSSARY OF SPECIAL TERMS
 
Accumulation Phase – The period between the Effective Date of a Contract and the earlier of the Maturity Date or the death of either the Annuitant or Contractowner.
 
Accumulation Unit – A unit that measures the value of a Contractowner’s interest in a Subaccount of Separate Account D before the Maturity Date. Accumulation Units are established for each Subaccount. The Accumulation Unit value increases or decreases based on the investment performance of the Subaccount’s corresponding Fund.
 
Accumulation Value – The Accumulation Value is equal to the sum of the Subaccount Accumulation Value in each of the Subaccounts to which You have allocated value under the Contract plus the Fixed Account Accumulation Value.
 
Adjusted Purchase Payment – is equal to the Purchase Payment(s) less any withdrawal(s), including withdrawal charges that have been made subsequent to any immediately preceding Purchase Payment.
 
Adjusted Purchase Payment Threshold – is the amount as stated in the Contract used in determining the Bonus Payment Percentage applicable to any Adjusted Purchase Payment(s) credited to the Contract.
 
Annuitant (and Joint Annuitant, if any) – The person(s) whose life (or lives) is (are) the measure for determining the amount and duration of annuity payments.   Unless otherwise specified, references to “Annuitant” refer to any Joint Annuitant as well.
 
Annuity Unit – A unit that determines the amount of each Variable Annuity Payment after the first Variable Annuity Payment. Annuity Units are established for each Subaccount. The Annuity Unit value increases or decreases based on the investment performance of the Subaccount’s corresponding Fund.
 
Beneficiary – The person or entity that is named to receive any death benefits payable (i) upon death of any Owner in the accumulation phase, (ii) upon death of the Annuitant in the accumulation phase, if there is no surviving Annuitant; or (iii) upon death of the Annuitant in the Payout Phase, if there is no surviving Annuitant.
 
Bonus Payment - The amount added by Us to the Accumulation Value based on the conditions of Your Contract and calculated by multiplying the applicable Bonus percentage from the Bonus Payment Percentages in Your Contract by the amount of any Adjusted Purchase Payment.
 
Bonus Payment Percentage – Is the percentage used in calculating any Bonus Payment based on the amount of the Adjusted Purchase Payments according to the percentages listed in the Bonus Payment Percentages in Your Contract.
 
Contract – An individual flexible premium variable deferred annuity contract offered by this prospectus.
 
Contractowner (and Joint Contractowner, if any) The person or entity with legal rights of ownership of the Contract.  Unless otherwise specified, the term also includes any Joint Contractowners.
 
Contract Anniversary – The same month and day each subsequent year from the Contract’s Effective Date.
 
Contract Year (and Contract Month and Contract Quarter) – A one-year period of time as measured from the Contract Effective Date and as measured from each Contract Anniversary.  A Contract Month or a Contract Quarter is a month or quarter, respectively, of a Contract Year.
 
Effective Date – The date the Contract is issued by First Investors Life.
 
Fixed Account Accumulation Value – The Fixed Account Accumulation Value at any time is equal to the amount determined as described below under the heading “THE
 
 

 
CONTRACT IN DETAIL: THE ACCUMULATION PHASE – Fixed Account Accumulation Value.”
 
Fixed Annuity Payment – Annuity payments that remain fixed as to dollar amount.
 
General Account – All assets of First Investors Life other than those allocated to Separate Account D and other segregated investment accounts of First Investors Life.
 
Good Order – Notice from someone authorized to initiate a transaction under a Contract, received in a format satisfactory to Us at Our administrative office or other office We may designate (“Administrative Office”) that contains all information required by Us to process the transaction.
 
Internal Revenue Code – The Internal Revenue Code of 1986, as amended.
 
Investment in the Contract – The Purchase Payments You made, less any amounts You previously surrendered that were not taxable.
 
Maturity Date – The date on which annuity payments begin.
 
Net Accumulation Value – The Accumulation Value less any applicable premium taxes not previously deducted.
 
Payee – The person designated as the “Payee” in the Contract, and who is entitled to receive annuity payments under the Contract.  The Contractowner will be the Payee unless another person is named as the Payee.
 
Payout Phase – The period of time beginning on the Maturity Date during which periodic payments are made to the Payee. These are usually paid on a monthly basis and last for the time provided in the chosen annuity payment option.
 
Purchase Payment – A payment made initially to purchase a Contract or as an additional contribution to a Contract (less any charges). A Purchase Payment does not include any amounts credited as a Bonus Payment.
 
Right to Examine – The period of time a Contractowner may review his or her Contract and cancel it for a refund of Purchase Payments.  The duration and terms of the “Right to Examine” period varies by state.  Your Right to Examine period will be stated on the cover of Your Contract.
 
Separate Account D – The segregated investment account entitled “First Investors Life Variable Annuity Fund D”, established by First Investors Life pursuant to applicable law and registered as a unit investment trust under the Investment Company Act of 1940 (“1940 Act”).
 
Subaccount – A segregated investment subaccount under Separate Account D that corresponds to a Fund of the Life Series Funds. The assets of a Subaccount are invested in shares of the corresponding Fund of the Life Series Funds.
 
Subaccount Accumulation Value – The Subaccount Accumulation Value in each Subaccount at any time is equal to the number of Accumulation Units this Contract has in that Subaccount, multiplied by that Subaccount’s Accumulation Unit value.
 
Valuation Date – Any date on which the New York Stock Exchange is open for trading.
 
Valuation Period – The period beginning at the end of any Valuation Date and extending to the end of the next Valuation Date.
 
Variable Annuity Payment – Annuity payments that vary in dollar amount throughout the Payout Phase based on the net investment experience of the Subaccounts.
 
We (and Our and Us) – First Investors Life.
 
You (and Your) – An actual or prospective Contractowner who is reading this prospectus.
 
 

 
 
 FEES AND EXPENSES
 
The following tables below show the fees and expenses that You will incur when You buy, own and surrender a Contract.
 
The first table describes the fees and expenses that You will pay if You surrender the Contract.
 
Contractowner Transaction Expenses
 
Maximum Surrender Charge
8.00%
(as a percentage of Purchase Payment surrendered)*
 
* The surrender charge percentage that applies to a Purchase Payment decreases over 9 years after receipt of the Purchase Payment so that there is no surrender charge after nine years.  Each year after the first Contract Year You may surrender up to 10% of total Purchase Payments without a surrender charge. For purposes of computing the surrender charge, amounts surrendered will be taken from Your Contract first from any amounts  then available as a Free Surrender  then from Purchase Payments in the order they were made (i.e., first-in, first-out), and finally from any other remaining Accumulation Value.
 
The next table describes the maximum fees and expenses that You will pay periodically during the time You own the Contract, not including Fund fees and expenses.
 
Maximum Annual Contract Charge
 
$50.00
Separate Account Annual Expenses
 
(as a percentage of average daily account value)
 
   Mortality and Expense Risk Charge
1.40%
The annual Contract charge is made during the Accumulation Phase only.  The maximum annual Contract charge that We may deduct from the Accumulation Value in any Contract Year is $50.  The current annual Contract charge that We deduct from the Accumulation Value is $35, which is guaranteed for the first 10 Contract Years. For more complete descriptions of the charges and expenses shown, please refer to “FINANCIAL INFORMATION: CONTRACT EXPENSES – Surrender Charge, Mortality and Expense Risk Charge, and Other Charges.”
 
The next table shows the Funds’ minimum and maximum total annual operating expenses that You may pay periodically during the time that You own the Contract.  These expenses may be higher or lower in the future. More detail concerning each Fund’s fees and expenses is contained in the attached prospectus for the Funds.
 
Total Annual Fund Operating Expenses
(expenses that are deducted from Fund assets, including management fees and other expenses)
 
Minimum
Maximum
Gross Annual Fund Operating Expenses
 0.80%    0.99%
 
     
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. These costs include Contractowner transaction expenses, Contract fees, Separate Account D annual expenses, fees, and expenses of the Funds. The examples assume that You invest $10,000 in the Contract for the time periods indicated. The examples also assume that Your investment has a 5% return each year and assumes the maximum fees and expenses of any of the Funds. Although Your actual costs may be higher or lower, based on these assumptions, Your costs would be:
 
If You surrender Your Contract at the end of the applicable time period:
 
 
1 year
3 years
5 years
10 years
Maximum Cost
$1,092
$1,615
$2,065
$3,226
Minimum Cost
$1,073
$1,558
$1,970
$3,034
 
 
5

 
 
If You annuitize or do not surrender Your Contract at the end of the applicable time period:
 
 
1 year
3 years
5 years
10 years
Maximum Cost
$292
$895
$1,525
$3,226
Minimum Cost
$273
$838
$1,430
$3,034
 
You should not consider the expenses in the example as a representation of past or future expenses. Actual expenses in future years may be more or less than those shown.
 

 
6

 
 
 HISTORICAL ACCUMULATION UNIT INFORMATION
 
Because there were no sales of the Contract before the effective date of this prospectus, there are no Historical Accumulation Unit Information to report for the Contracts offered by this prospectus.  When such information becomes available, we will include it in future updates to this prospectus.
 

 
7

 
 
 OVERVIEW OF THE CONTRACT
 
This overview highlights some basic information about the Contract offered by First Investors Life in this prospectus. You will find more information about the Contract in “THE CONTRACT IN DETAIL” section of this prospectus.
 
SUMMARY OF RISKS AND REWARDS OF THE CONTRACT
 
The benefits of the Contract are, among other things:
 
Investment Diversification There are a variety of Subaccounts available under the Contract, each with different investment objectives, policies and risks allowing for investment diversification. Each Subaccount invests in a corresponding Fund of the Life Series Funds.
 
Income Tax Deferral You defer payment of income taxes on any income and gains until You access Your money through surrenders or one of the annuity pay-out options. This gives Your money the potential to grow faster.
 
Asset Reallocation You can also reallocate Your accumulated assets among the Subaccounts and the Fixed Account, as Your circumstances change, without incurring current income taxes.
 
No Income or Contribution Limitations There are no income or contribution limits – such as those that exist on individual retirement accounts (“IRAs”) or 401(k)s – that restrict the amount that You can invest. You control how much You invest for Your retirement (so long as you meet our minimum contribution investment requirements) and when and how often You wish to add to Your Contract.
 
Minimum Guaranteed Death Benefit We guarantee a minimum death benefit if the Annuitant dies during the Accumulation Phase, which protects Your principal from market declines if You die.
 
Guaranteed Annuity Income You can receive an annuity pay-out providing a stream of income to suit Your needs for the rest of Your life.
 
Bonus We will credit a Bonus Payment to the Accumulation Value for the amount of the Adjusted Purchase Payments received.  The amount of the Adjusted Purchase Payments in any Contract Year is aggregated.  For the amount of Adjusted Purchase Payments up to and including $200,000 received within a Contract Year, We will credit a Bonus Payment to Your Accumulation Value equal to a Bonus Payment Percentage of 4.00% of the amount of the Adjusted Purchase Payment.  The amount of the Adjusted Purchase Payments in excess of $200,000 within a Contract Year will receive a Bonus Payment Percentage of 5.00%.  For example, if You make an Adjusted Purchase Payment of $100,000 in Contract Year 1, We will credit a Bonus Payment of $4,000 to Your Accumulation Value.  The Bonus Payment is subject to certain limitations regarding timing and withdrawals.
 
There are several risk factors that You should consider:
 
Investment Risk You bear all of the investment risk of the Funds that correspond to  the Subaccounts You select, which means You could lose money.
 
Fees and Charges An investment in a Contract is not a direct investment in a mutual fund. There are additional charges for the death benefit and other features of the Contract that are not associated with a mutual fund.
 
Because the Contract offers Bonus Payments, the charges and expenses, such as the surrender charges and the mortality and expense risk charges may be higher than expenses for a similar contract that does not credit a Bonus Payment.  In addition, because We credit a Bonus Payment, the amount of charges You pay will be higher
 
8

 
than if We had not credited a Bonus Payment.
 
Internal Revenue Service (“IRS”) Penalty Because a 10% federal tax penalty is generally imposed on the taxable portion of surrenders prior to age 59½, You should not invest in the Contract if You have short-term investment objectives that would require You to liquidate all or a portion of the Contract prior to reaching age 59½.
 
Holding Period A minimum holding period is often necessary before the tax benefits of tax deferral are likely to outweigh the often higher fees imposed on variable annuities relative to alternative investments.
 
Be careful with your IRA A tax-deferred accrual feature is already provided by any tax-qualified arrangement such as an IRA. Therefore, You should have reasons other than tax deferral, such as the additional benefits described in this prospectus, for purchasing a Contract within an IRA or other arrangement that receives tax deferral under the Internal Revenue Code.
 
Surrender Charges There is a maximum 8% surrender charge. All the surrender charge percentages are listed below.
 
Number of Years from Receipt of Purchase Payment to the Date of Surrender:
 
       Date                     Percentage
 
   1 year or less             8.00%
 
1                      8.00%
 
2                      8.00%
 
3                      8.00%
 
4                      7.00%
 
5                      6.00%
 
6                      5.00%
 
7                      3.00%
 
8                      1.00%
 
      9 years or more       0.00%
 
Taxation of Surrenders A partial or total surrender of a Contract is taxed for federal income tax purposes as ordinary income to the extent that the Accumulation Value exceeds Your Investment in the Contract (i.e., on an “income first” basis).
 
Taxation of Death Benefits – Under current tax laws the death benefit paid to the Beneficiary of a Contract is taxed as ordinary income to the Beneficiary at the Beneficiary’s tax rate to the extent that the death benefit exceeds the Contractowner’s Investment in the Contract. Thus, if Your primary objective is to pass wealth on to Your heirs, a life insurance policy may be more appropriate for You.  For federal tax purposes, the amount of the death benefit on a life insurance policy passes income-tax free (though not necessarily estate-tax free) to the Beneficiary; an annuity death benefit does not.
 
HOW THE CONTRACT WORKS
 
The Contract has two phases: an Accumulation Phase and a Payout Phase.  During the Accumulation Phase, earnings on Your investment and any Bonus Payments accumulate on a tax-deferred basis. The Payout Phase begins when You convert from the Accumulation Phase by agreeing that the Payee will start receiving regular annuity payments after the Accumulation Value has been applied to one of the annuity options in accordance with the annuity rates in the Contract. You can select one of several annuity income payment options.
 
The Contract is a “variable” annuity because Your Subaccount Accumulation Values during the Accumulation Phase and the amount of any Variable Annuity Payments during the Payout Phase fluctuate based on the performance of the Funds underlying the Subaccounts You have selected. As a result, the Subaccount Accumulation Values in Your Contract and Your Variable Annuity Payments may increase or decrease. You are permitted to allocate Your Purchase Payments to a variety of available Subaccounts We offer under the Contract, as long as each allocation is at least 1% of the Purchase Payment. You also may allocate Purchase Payments to the Fixed Account, as described below.
 
Subject to certain limitations, You may reallocate Your Accumulation Value or, after the commencement of any Variable Annuity
 
9

 
Payments, the value allocated to the Subaccounts upon which the amount of the Variable Annuity Payments are based.
 
The Contract provides a guaranteed death benefit that is payable to the Beneficiary if the Annuitant dies during the Accumulation Phase. The Contract guarantees that the Beneficiary will receive upon the death of the Annuitant the greater of;
 
(i) the total of all Purchase Payments reduced proportionately by any surrenders, or
 
(ii) the Accumulation Value.
 
Upon the death of a Contractowner who is not also the Annuitant, We pay only the Accumulation Value to the Beneficiary. We will pay the death benefit when We receive both proof of death and appropriate instructions for payment.  The death benefit is reduced by the amount of any surrenders, see Death Benefits before Commencement of Annuity Payments for details.  You may surrender a portion or all of the Accumulation Value during the Accumulation Phase.
 
WHO WE ARE AND HOW TO CONTACT US
 
First Investors Life
 
First Investors Life Insurance Company, with its home office at 55 Broadway, New York, New York 10006, is a stock life insurance company incorporated under the laws of the State of New York in 1962. We write life insurance and annuities.
 
First Investors Life is part of First Investors Consolidated Corporation (“FICC”), a holding company, which owns all of the voting common stock of First Investors Life. Other affiliates of First Investors Life include: First Investors Corporation (“FIC”), the distributor of the Contracts; First Investors Management Company, Inc. (“FIMCO”), the investment adviser of the Life Series Funds; and Administrative Data Management Corp., the transfer agent for the Life Series Funds.
 
For information or service concerning a Contract, You can contact Us in writing at Our Administrative Office located at Raritan Plaza 1, Edison, New Jersey 08837. You can also call Us at 1-800-832-7783 between the hours of 9:00 A.M. and 6:00 P.M., Eastern Time, or fax Us at 732-855-5935.
 
You should send any Purchase Payments, notices, elections, or requests that You make, as well as any other documentation that We require for any purpose in connection with Your Contract, to Our Administrative Office. No such payment, notice, election, request or documentation will be treated as having been “received” by Us until We have received it, as well as any related items that We require, all in complete and Good Order (i.e., in form and substance acceptable to Us) at Our Administrative Office.  To meet Our requirements for processing transactions, We may require that You use Our forms. We will notify You and provide You with an address if We designate another office for receipt of information, payments and documents.
 
Separate Account D
 
First Investors Life Variable Annuity Fund D was established on April 8, 1997 under New York Insurance Law. Separate Account D is registered with the SEC as a unit investment trust under the 1940 Act.
 
We segregate the assets of Separate Account D from Our other assets in Our General Account. These assets fall into two categories: (1) assets equal to Our reserves and other liabilities under the Contract and (2) additional assets derived from expenses that We charge to Separate Account D. The assets equal to Our reserves and liabilities support the Contract. We cannot use these assets to satisfy any of Our other obligations. The assets We derive from Contract charges do not support the Contract, and We can transfer these assets in cash to Our General Account. Before making a transfer, We will consider any possible adverse impact that the transfer may have on Separate Account D. We credit to, or charge against, the Subaccounts of Separate Account D realized and unrealized income, gains and losses without regard to Our other income, gains
 
10

 
and losses. The obligations under the Contract are Our obligations.
 
Each Subaccount invests its assets in a corresponding Fund of the Life Series Funds at net asset value. Therefore, we own the shares of the underlying Funds, not You. The value of Your investment in a Subaccount is determined by the value of the underlying Fund. Each Subaccount reinvests any distribution received from a Fund in the distributing Fund at net asset value. So, none of the Subaccounts make cash distributions to Contractowners. Each Subaccount may make deductions for charges and expenses by redeeming the number of equivalent Fund shares at net asset value.
 
The Fixed Account
 
The Fixed Account is not part of Separate Account D.  It is part of Our General Account.  The General Account consists of all assets owned by Us, other than those in Separate Account D or in any other legally segregated separate accounts We own.  The assets of the General Account are subject to the claims of Our general creditors and can be invested as We choose, subject to certain legal requirements.  We guarantee that any assets You choose to allocate to the Fixed Account will earn interest at the annual Minimum Guaranteed Interest Rate (currently 1.00% for Contracts issued in 2013).  This rate is subject to redetermination annually as described below.
 
On each Contract Anniversary, the Fixed Account Minimum Guaranteed Interest Rate is redetermined as (a) – (b) where (a) is the average of the daily five-year Constant Maturity Treasury rates for the month of October in the calendar year prior to the Contract Anniversary (rounded to the nearest 1/20th of 1%) and (b) is 1.25%.  In no case, however, will the annual Fixed Account Minimum Guaranteed Interest Rate be greater than 3.00% or less than 1.00%.
 
We may, but are not required to, declare interest in excess of the annual Minimum Guaranteed Interest Rate (“excess interest”). If We declare excess interest, We are not required to guarantee that it will remain in effect for any specific period of time.  Therefore, We may reduce or eliminate such excess interest at any time without prior notice to You.
 
You do not share in any gains or losses that We experience in the Fixed Account or Our General Account.  We bear the entire risk that the investments in Our General Account may not achieve the annual minimum guaranteed or declared rates of return.  The Fixed Account is not registered under the Securities Act of 1933.  Moreover, neither the Fixed Account nor the General Account is registered as an investment company under the 1940 Act. The staff of the SEC has therefore not reviewed the disclosures in this prospectus that relate to the Fixed Account.
 
The Life Series Funds
 
The Life Series Funds is an open-end management investment company registered with the SEC under the 1940 Act. The Life Series Funds consists of a variety of separate Funds, most of which are available to Contractowners. Each of the Funds currently offers its shares only through the purchase of a Contract or another variable life or variable annuity Contract issued by First Investors Life.  Each of the Funds reserves the right to offer its shares to other separate accounts or directly to Us.  Although some of the Funds have similar names, the same portfolio manager and the same investment objectives as other publicly available mutual funds, they are separate and distinct from these mutual funds. The Funds will have different portfolio holdings and fees so their performances will vary from the other mutual funds.
 
FIMCO, the investment adviser of the Life Series Funds, is a New York corporation located at 55 Broadway, New York, New York 10006. FIMCO and the Life Series Funds have retained Smith Asset Management Group, L.P., 100 Crescent Court, Suite 1150, Dallas, TX 75201, to serve as the subadviser of the Select Growth Fund, Paradigm Capital Management, Inc., Nine Elk Street, Albany, New York 12207, to serve as the subadviser of the Special Situations Fund,
 
11

 
Vontobel Asset Management, Inc., 1540 Broadway, New York, New York 10036 to serve as the subadviser of the International Fund and Muzinich & Co., Inc., 450 Park Avenue, New York, NY 10022 to serve as subadviser for the Fund For Income.
 
The following table includes each available Fund’s investment objective. There is no assurance that any Funds will achieve its stated objective(s). There is a Subaccount with the same name as its corresponding underlying Fund. The degree of investment risk You assume will depend on the Subaccounts You select. You should consider Your allocation carefully.  The investment objectives, principal investment strategies, principal risks and management of the Funds are described in the attached Life Series Funds prospectus, which You should read carefully before investing.
 
12

 

Fund
Investment Objective
   
Cash Management Fund
High rate of current income consistent with the preservation of capital and maintenance of liquidity.
Equity Income Fund
Total return.
Fund For Income
High current income.
Government Fund
A significant level of current income which is consistent with security and liquidity of principal.
Growth & Income Fund
Long-term growth of capital and current income.
International Fund
Long-term capital growth.
Investment Grade Fund
A maximum level of income consistent with investment in investment grade debt securities.
Opportunity Fund
Long-term capital growth.
Select Growth Fund
Long-term growth of capital.
Special Situations Fund
Long-term growth of capital.
Target Maturity 2015 Fund
A predictable compounded investment return for those who hold their Fund shares until the Fund’s maturity, consistent with preservation of capital.
Total Return Fund
High, long term total investment return consistent with moderate investment risk.

 

 
13

 
 
 THE CONTRACT IN DETAIL
 
APPLICATION AND PURCHASE PAYMENTS
 
We will process Your application on the day We receive it at Our Administrative Office in Good Order. If Your application is incomplete or incorrect, We have five business days to complete it and process the transaction.  Otherwise, We will return the Purchase Payment to You at the end of the five-day period.  However, We can try to reach You to explain the reasons for the delay in crediting the money and get Your consent to keep the money until the problem is solved.
 
Your initial Purchase Payment must be at least $5,000. You may make additional Purchase Payments of at least $200 each at any time after Contract issuance. We will not accept the proceeds from a surrender of one of Our other variable annuities for the purchase of a First Choice Bonus Annuity Variable Contract.  We generally do not limit the maximum amount of Purchase Payments under a Contract.  However, initial Purchase Payments of $500,000 or more, and subsequent Purchase Payments of $250,000 or more, will be subject to review by First Investors Life. We reserve the right to reject such payments. We will credit a Bonus Payment to the Accumulation Value for the amount of the Adjusted Purchase Payments received.  The amount of the Adjusted Purchase Payments in any Contract Year is aggregated.  For the amount of Adjusted Purchase Payments up to and including $200,000 received within a Contract Year, We will credit a Bonus Payment to your Accumulation Value equal to a Bonus Percentage of 4.00% of the amount of the Adjusted Purchase Payments.  For the amount of the Adjusted Purchase Payments in excess of $200,000 received within a Contract Year We will credit a Bonus Payment to your Accumulation Value equal to a Bonus Percentage of 5.00% of the amount of the Adjusted Purchase Payments.
 
Your Purchase Payments and any Bonus Payments allocated to the Subaccounts purchase Accumulation Units of the Subaccounts and not shares of the Funds in which the Subaccounts invest.  We allocate Purchase Payments and any Bonus Payments to the appropriate Subaccount(s) based on the next computed value of an Accumulation Unit following receipt of Your Purchase Payments at Our Administrative Office in Good Order.  We value Accumulation Units at the end of each Valuation Date (generally 4:00 P.M., Eastern Time). If We receive a Purchase Payment prior to the end of a Valuation Date in Good Order, We will process the payment based upon that day’s Accumulation Unit values. If We receive a payment after the end of the Valuation Date, We will process the Purchase Payment based upon the next Valuation Date’s values.
 
ALLOCATION OF PURCHASE PAYMENTS
 
When You purchase a Contract You select the allocation percentages for Your Purchase Payment to the Subaccounts and the Fixed Account.  Your allocations are subject to the following constraints:
 
1.  
Allocation percentages must be in whole numbers;
 
2.  
Allocation percentages must total 100%; and
 
3.  
The allocation percentage for the Fixed Account may not exceed 50%.
 
On the Effective Date of Your Contract, the portion of the initial Purchase Payment You designated for the Subaccounts will be allocated to the Cash Management Subaccount for the greater of 20 days after the Effective Date or the Right to Examine period indicated in your Contract. At the end of this period, the Subaccount
 
14

 
Accumulation Value in the Cash Management Subaccount will be reallocated to the Subaccounts You designated on the application.  This reallocation will occur as of the end of the applicable business day.  Any Bonus Payment credited to the Accumulation Value will be allocated to the Subaccounts as designated on the application upon the later of the date of the Purchase Payment or the expiration of the Right to Examine period indicated in the Contract.  The portion of the initial Purchase Payment You designated for the Fixed Account will be allocated to the Fixed Account as of the Contract Effective Date.
 
A change in the allocation percentages for future additional Purchase Payments and any Bonus Payments will affect reallocations occurring under the Automated Subaccount Reallocation Option.  See the description under “THE CONTRACT IN DETAIL: THE ACCUMULATION PHASE – Automated Subaccount Reallocation Option” for additional information.
 
REALLOCATIONS AMONG SUBACCOUNTS
 
Subject to the restrictions discussed below, You may change the allocation of Your Accumulation Value among the Subaccounts, or among the Subaccounts and the Fixed Account, through a transfer of Accumulation Value by written notice, telephone, participation in the Systematic Transfer Option, or participation in the Automated Subaccount Reallocation Option. Only the Automated Subaccount Reallocation Option or the Systematic Transfer Option, but not both, may be in effect at the same time.
 
WHAT ARE OUR POLICIES ON FREQUENT REALLOCATIONS AMONG SUBACCOUNTS?
 
The Contract is designed for long-term investment purposes. It is not intended to provide a vehicle for frequent trading or market timing.  As described in the Life Series Funds prospectus, the Board of Trustees of the Life Series Funds has adopted policies and procedures to detect and prevent trading in the shares of each of the Life Series Funds, other than the Cash Management Fund, and to reject, without any prior notice, any purchase or exchange transaction if the Funds believe that the transaction is part of a market timing strategy.
 
In order to protect Contractowners and to comply with the underlying Funds’ policies, We have agreed to honor instructions from the Funds to restrict or prohibit further purchases or transfers of shares by any Contractowner that has been identified by the Funds as having violated its market timing policies. Accordingly, We may be required to reject any reallocation request, without any prior notice, that is determined by the Funds to be part of a market timing strategy.  We also reserve the right to limit or condition transfer privileges in any manner that We believe is necessary or appropriate to (1) protect participants in a Fund from adverse consequences of “market timing” or overly frequent transactions; or (2) conform Separate Account D’s policies and practices in this regard to those of a Fund in one or more respects. Without limitation, We reserve the right to impose on You any charge that Your transfer causes a Fund to assess against Us or Separate Account D.
 
In order to enforce Our policy against market timing, We monitor reallocation requests using criteria such as (a) the number of reallocation transactions that occur within a specified period of time and (b) the dollar amount of reallocations that occur within a specified period of time. Moreover, We will only accept a transaction request that is in writing or made by telephone, and complies with Our requirements.  We will not accept transaction requests by facsimile or email.  We cannot guarantee that Our monitoring efforts will be effective in identifying or preventing all market timing or frequent trading activity in the Subaccounts.
 
15

 
WHAT ARE THE RISKS TO CONTRACTOWNERS OF FREQUENT REALLOCATIONS?
 
To the extent that Our policies are not successful in detecting and preventing frequent trading in the Subaccounts, frequent trading may: (a) interfere with the efficient management of the underlying Funds by, among other things, causing the underlying Funds to hold extra cash or to sell securities to meet redemptions; (b) increase portfolio turnover, brokerage expenses, and administrative costs; and (c) harm the performance of the Funds, particularly for long-term shareholders who do not engage in frequent trading. These risks may in turn adversely affect Contractowners who invest in the Funds through our Subaccounts.
 
In the case of the Subaccounts that invest indirectly in high yield bonds and stocks of small-size and/or mid-size companies the risk of frequent trading includes the risk that investors may attempt to take advantage of the fact that these securities may trade infrequently and therefore their prices may be slow to react to information. This could cause dilution in the value of the shares held by other shareholders.  In the case of the Subaccounts that invest indirectly in foreign securities, the risks of frequent trading include the risk of time zone arbitrage. Time zone arbitrage occurs when shareholders attempt to take advantage of the fact that the valuation of foreign securities held by a Fund may not reflect information or events that have occurred after the close of the foreign markets on which such securities principally trade but before the close of the NYSE. This could cause dilution in the value of the shares held by other shareholders.
 
THE ACCUMULATION PHASE
 
Determining Your Accumulation Value
 
The Accumulation Value You have in Your Contract varies daily depending on, among other things, the investment experience of the Subaccounts You have selected and the proportion of Your Accumulation Value that You have allocated to the Fixed Account.
 
Fixed Account Accumulation Value
 
On the Contract’s Effective Date, the Fixed Account Accumulation Value is equal to the portion of the initial Purchase Payment You allocate to the Fixed Account.  The Fixed Account Accumulation Value on any succeeding day is equal to the Fixed Account Accumulation Value on the previous day, plus the sum of the values of the following transactions that have occurred since the previous day:
 
1.  
any additional Purchase Payments allocated to the Fixed Account;
 
2.  
any transfers into the Fixed Account;
 
3.  
any Bonus Payments allocated to the Fixed Account after the expiration of the Right to Examine period; and
 
4.  
interest accrued on the Fixed Account Accumulation Value;
 
less the sum of the values of the following transactions that have occurred since the previous day;
 
1.  
any transfers out of the Fixed Account;
 
2.  
any partial surrenders or Partial Annuitizations allocated to the Fixed Account; and
 
3.  
if due subsequent to the previous day, the portion of the annual contract charge for the current Contract Year allocated to the Fixed Account
 
Bonus Payments
 
We will credit any Bonus Payments to Your Accumulation Value on the later of:
 
1. the date a Purchase Payment is applied to Your Contract, or
 
2. upon the expiration of the Right to Examine period as stated in the Contract.
 
16

 
Bonus Payments are calculated by multiplying the Adjusted Purchase Payment by the applicable Bonus Payment Percentage as described below.
 
The Adjusted Purchase Payment is equal to the Purchase Payment less any withdrawals, including withdrawal charges, that have been made since the immediately preceding Purchase Payment, if any.
 
If such withdrawals exceed the Purchase Payment:
 
1. the Adjusted Purchase Payment is zero and no Bonus Payment is credited; and
   
2. any excess of such withdrawals over the Purchase Payment is added to the sum of the withdrawals in the calculation of the subsequent Adjusted Purchase Payment, if any. 
 
For example, if You make a $1,000 Purchase Payment and You have taken $1,200 in withdrawals since Your immediately preceding Purchase Payment, then Your Adjusted Purchase Payment is $0 and no Bonus Payment will be made in connection with the $1,000 Purchase Payment.  In addition, the $200 by which Your withdrawals exceed Your $1,000 Purchase Payment will be added to the sum of withdrawals when calculating the Adjusted Purchase Payment for a subsequent Purchase Payment.
 
The Bonus Payment Percentage is based on the amount and timing of the Adjusted Purchase Payment.  For purposes of determining the Bonus Payment Percentage, all Adjusted Purchase Payments in any Contract Year are aggregated.  Adjusted Purchase Payments up to and including $200,000 received within a Contract Year will receive a Bonus Percentage of 4.00% of the Adjusted Purchase Payment.  Adjusted Purchase Payments in excess of $200,000 received within a Contract Year will receive a Bonus Percentage of 5.00% of the Adjusted Purchase Payment. For example, if You make an Adjusted Purchase Payment of $300,000 in Contract Year 1, We will credit the first $200,000 with a Bonus Percentage of 4.00% ($8,000) and We will credit the remaining $100,000 with a Bonus Percentage of 5.00% ($5,000) for a total Bonus Payment of $13,000. Any Bonus Payments will be allocated among Subaccounts in the same proportion as the applicable Purchase Payment.
 
Subaccount Accumulation Value
 
The Subaccount Accumulation Value in each Subaccount at any time is equal to the number of Accumulation Units the Contract has in the Subaccount, multiplied by the Subaccount’s Accumulation Unit value.  Amounts You allocate to or transfer into a Subaccount are used to purchase Accumulation Units in the Subaccount.  We redeem Accumulation Units when amounts are deducted, transferred, or surrendered from a Subaccount.  These purchases and redemptions of Accumulation Units are referred to as “Contract Transactions.”  The number of Accumulation Units a Contract has in a Subaccount at any time is equal to the number of Accumulation Units purchased minus the number of Accumulation Units redeemed in the Subaccount up until that time.  The number of Accumulation Units purchased or redeemed as a result of a Contract Transaction is equal to the dollar amount of the Contract Transaction divided by the value of the Subaccount’s Accumulation Units on the date of the Contract Transaction.
 
Accumulation Unit values are determined as of the end of each Valuation Date.  The Accumulation Unit values that apply to a Contract Transaction made on a Valuation Date are the unit values as of the end of that day.  If We receive Your request or other documentation for a transaction after the end of a Valuation Date, it is processed
 
17

 
based on the value of Accumulation Units as of the end of the next Valuation Date.  The value of an Accumulation Unit of a Subaccount on any Valuation Date is equal to the value of the Accumulation Unit on the previous Valuation Date, multiplied by the net investment factor for that Valuation Date.  The net investment factor for a Subaccount on any Valuation Date is equal to (a) divided by (b), less (c) where:
 
(a)  
is the net asset value per share of the Fund in which the Subaccount invests at the end of the Valuation Date, plus the per share amount of any dividend or capital gain distribution from the Fund since the previous Valuation Date, less the per share amount of any taxes charged;
 
(b)  
is the net asset value per share of the Fund on the previous Valuation Date; and
 
(c)  
is the total of the daily mortality and expense risk charges since the previous Valuation Date.
 
Transfer of Accumulation Value
 
You may transfer the Accumulation Value between any two or more of the Subaccounts, or between one or more Subaccounts and the Fixed Account, by providing Us with written notice of Your request or by calling 1-800-832-7783.  There is a limit of six transfers between two or more Subaccounts in any 12-month period.  Only one transfer either to or from the Fixed Account is allowed in any 12-month period.  The minimum transfer amount You may request is $100.  Each transfer from the Fixed Account is limited to the greatest of:
 
1.  
25% of the Fixed Account Accumulation Value;
 
2.  
The amount of the most recent transfer out of the Fixed Account during the prior 15 months; or
 
3.  
$1,000.
 
Transfers to the Fixed Account may not be more than the amount that would cause the ratio of the Fixed Account Accumulation Value to the Accumulation Value to exceed the maximum Fixed Account allocation percentage specified in the Contract.  Transfer requests that do not comply with these limitations will be rejected.
 
A Transfer of Accumulation Value made while the Automated Subaccount Reallocation Option is in effect automatically cancels the Automated Subaccount Reallocation Option.  Requests for transfers are processed as of the Valuation Date We receive them in Good Order. We may defer transfers from the Fixed Account for up to six months. If We do so, We will notify You when the transfer will be made, the reason for the delay, and the value of the transfer on the date We received Your request.
 
Telephone Transfer Option – You may make transfers of Accumulation Value as described above by telephone by calling 1(800) 832-7783.  You will be required to provide certain information for identification purposes when requesting a transaction by telephone and We may record Your telephone call.  We may also require written confirmation of Your request.
 
We will not be liable for losses resulting from telephone requests that We believe are genuine.  We reserve the right to revoke or limit Your telephone transaction privileges at any time without revoking or limiting all owners’ telephone transaction privileges.  Telephone privileges may be denied to market timers and frequent or disruptive traders.
 
We cannot guarantee that telephone transactions will always be available.  For example, there may be interruptions in service beyond Our control such as weather-related emergencies.
 
18

 
Systematic Transfer Option
 
You may request that a specified dollar amount of Subaccount Accumulation Value be transferred from any one or more Subaccounts (the “originating Subaccounts(s)”) to any one or more other Subaccounts (the “receiving Subaccount(s)”) at monthly or quarterly intervals, as selected.  The first such systematic transfer will occur on the first Valuation Date of the Contract Month or Contract Quarter that next follows the date We receive Your request.  Transfers under this option may not be designated either to or from the Fixed Account.
 
The minimum amount that may be transferred either from or to any one Subaccount is $100.  The Systematic Transfer Option will terminate if and when the Subaccount Accumulation Value remaining in all of the originating accounts is depleted.  Currently, transfers made under this option are not subject to any fee and are not included in the yearly transfer count. We may terminate this option or modify Our rules governing this option at Our discretion by giving You 31 days written notice.
 
Automated Subaccount Reallocation Option
 
If You request, We will automatically reallocate the Subaccount Accumulation Values at quarterly intervals according to the most recent Purchase Payment allocation on file with Us.  The first such reallocation will occur on the first Valuation Date of the Contract Quarter that next follows the date on which We receive Your request.
 
Upon reallocation, the amount of Subaccount Accumulation Value allocated to each Subaccount is equal to (a) multiplied by (b), where:
 
(a)    is equal to:
 
1.  
the allocation percentage You have specified for the Subaccount; divided by
 
2.  
the sum of the allocation percentages for all such Subaccounts; and,
 
(b)    is equal to the sum of the Subaccount Accumulation Values in all of the Subaccounts at the time of the reallocation.
 
Any requested changes in Your Purchase Payment allocation percentages are reflected in the next quarterly reallocation following the change.  The reallocation will only affect the allocation of Subaccount Accumulation Values among the Subaccounts.  It will not affect the Fixed Account Accumulation Value.  Transfers of Subaccount Accumulation Values made under this option are not subject to the minimum transfer amount described above. Currently, transfers made under this option are not subject to any fee and are not included in the yearly transfer count. A transfer of Subaccount Accumulation Value made while this Automated Subaccount Reallocation Option is in effect automatically cancels the option.  You may subsequently re-elect this option by making a request in the manner described above.  We may terminate this option or modify Our rules governing this option at Our discretion by giving you 31 days written notice.
 
Death Benefits Before Commencement of Annuity Payments
 
If You die before the Maturity Date, We will pay a death benefit to the Beneficiary You have designated. We generally make this payment within seven days of receiving in Good Order (a) a certified death certificate or similar proof of the death of the Annuitant or Contractowner (“Due Proof of Death”) and (b) a claimant’s statement form that includes payment instructions with the Beneficiary’s election to receive payment in either a single sum settlement or an annuity option. We will pay the death benefit: (a) in a single sum and the Contract will terminate, (b) by applying it to one of the annuity options, or (c) as We otherwise permit.
 
19

 
Generally, the amount of the death benefit payable to the Beneficiary, upon the death of the Contractowner who is also the Annuitant, is the greater of (a) the total Purchase Payments reduced proportionally by any partial surrenders or (b) the Accumulation Value on the date We receive Due Proof of Death.  We calculate the proportional reduction in your total Purchase Payments in two steps. First, We calculate the percentage that any surrender represents of Your Accumulation Value. Then We reduce Your Accumulation Value and Purchase Payments by that percentage.
 
If the Contractowner is not also the Annuitant, the amount of the death benefit will be equal to the Accumulation Value. We also will pay a death benefit in an amount equal to the Accumulation Value upon the death of the first Joint Contractowner (if any) to die, even if that deceased Joint Contractowner also is the Annuitant.  We determine the Accumulation Value for the death benefit as of the next computed value of the Accumulation Value following Our receipt at Our Administrative Office of Due Proof of Death in Good Order. The decision on how We pay the death benefit is at the Contractowner’s election before the Annuitant’s death and the Beneficiary’s election after the Annuitant’s death.
 
20

 

The following example demonstrates how the death benefit, payable on the death of the Contractowner who is also the Annuitant, is determined for a Contract in the Accumulation Phase.
 
 
Effective Date
 
Your Initial Purchase Payment and Death Benefit is:
 
$100,000
 
Bonus Payment
 
4.00% Bonus
 
$4,000
 
End of First
Contract Year
 
Assume Your Accumulation Value grows to:
 
$107,120
 
Your Death Benefit is the greater of your Purchase Payment ($100,000) or Your Accumulation Value and is equal to:
 
$107,120
 
Seventh
Contract Anniversary
 
Assume Your Accumulation Value grows to:
 
$141,500
Your Death Benefit is the greater of your Purchase Payment ($100,000) or Your Accumulation Value and is equal to:
$141,500
 
 
 
 
 
 
End of Tenth
Contract Year
 
Assume Your Accumulation Value declines to:
 
You then decide to partially surrender:
 
The proportion Your partial surrender represents of the Accumulation Value is the partial surrender amount ($25,000) divided by the Accumulation Value ($88,650) which is Your Accumulation Value and Purchase Payment(s) are both reduced by 28.20%.
 
Thus, after the surrender:
Your Accumulation Value is:
 
$88,650
 
$25,000
 
 
28.20%
 
 
 
$63,650
 
Your Purchase Payment(s) is:
 
$71,800
 
 
 
 
Your Death Benefit is the greater of Your Purchase
Payment ($71,800) or Your Accumulation Value ($63,650)and is equal to:
 
$71,800
 
End of Eleventh
Contract Year
 
Assume Your Accumulation Value declines to:
 
$57,600
 
  Your Death Benefit is  the greater of Your Purchase Payment ($71,800)
           or Your Accumulation Value ($ 57,600) and is equal to:
 
 
 
    $71,800
 
This example assumes that a partial surrender is taken during the tenth Contract year, but does not account for any tax consequences.
 
21

 

Special Requirements for Payment of Death Benefit
 
If the Contractowner dies before We have distributed the entire interest in the Contract, We must distribute the value of the Contract to the Beneficiary as provided below. Otherwise, the Contract will not qualify as an annuity under Section 72 of the Internal Revenue Code.
 
Generally, if the Contractowner dies before the Maturity Date, the death benefit may be taken immediately, after which the Contract will terminate, or the Beneficiary may become the Contractowner and the Contract will continue, subject to the following conditions:
 
n If the Beneficiary elects to continue the Contract and is not the deceased Contractowner’s spouse, he or she may not make additional Purchase Payments, and the entire interest in the Contract must be distributed to the Beneficiary (a) within five years, or (b) beginning within one year of death, under an annuity option that provides that we will make annuity payments over a period not longer than the life or life expectancy of the Beneficiary.
 
n If the Beneficiary is the deceased Contractowner’s spouse, he or she may continue the Contract and name a new Beneficiary, subject to additional conditions in the Contract.
 
n If the Beneficiary wishes to take the death benefit as an annuity payout, then the Beneficiary must make such election and payments must begin within 60 days of the contractowner’s death. This is necessary to receive federal tax treatment as annuity payments, rather than the death benefit being treated for federal tax purposes as a lump sum distribution in the year of the death.
 
Partial and Full Surrenders During the Accumulation Phase
 
You may make a partial or full surrender of Your Contract during the Accumulation Phase, provided that any partial surrenders must be for at least $500. You will be entitled to receive the Accumulation Value less any surrender charge or, in the case of a partial surrender, the portion surrendered, less any surrender charge.  Your request is effective on the date it is received in writing on Our form in Good Order at Our Administrative Office.  Your Accumulation Value less the requested amount will be determined based on the next computed value of Accumulation Units.
 
We may defer payment of amounts surrendered from a Subaccount for no more than seven days, except that We may defer payment of amounts surrendered for any period during which:
 
n the NYSE is closed for trading or trading is restricted on the NYSE;
 
n an emergency exists as a result of which disposal of securities held in Separate Account D is not reasonably practicable or it is not reasonably practicable to determine the value of Separate Account D’s net assets; or
 
n the SEC by order permits us to defer payments for the protection of Contractowners.
 
In addition, We may defer for up to six months the payment of any full or partial surrender of amounts allocated to the Fixed Account.  If we postpone the payment of any full or partial surrender for more than ten days, We will pay You interest on the amounts surrendered, as specified in the Contract.  In the case of a partial surrender, unless You direct Us otherwise, the amount you request will be deducted from your Subaccounts and/or the Fixed Account in the same proportion as the Subaccount Accumulation Value in each Subaccount and/or the Fixed Account Accumulation Value bears to the Accumulation Value. Your Accumulation Value must be at least $5,000 after any partial surrender.
 
22

 

THE PAYOUT PHASE
 
The Maturity Date
 
Annuity payments begin on the Maturity Date You select when You buy the Contract.  You may advance or defer the Maturity Date by notifying Us in writing at least 30 days before the previously specified Maturity Date.  However, the Maturity Date may not be within the first five Contract Years or after the date on which the Annuitant attains age 90.  If no Maturity Date is chosen, We will commence annuity payments on the first of the calendar month after the Annuitant attains age 90.
 
The Amounts of Your Annuity Payments
 
Seven days before the Maturity Date (the “Initial Determination Date”), any premium taxes not yet deducted will be deducted from the Accumulation Value to determine the “Net Accumulation Value.” Depending on Your election, this value will then be applied to determine either the initial Variable Annuity Payment and/or the initial Fixed Annuity Payment as described further below.  You can make or change this election in writing to Us at Our Administrative Office at any time prior to the Initial Determination Date.  In the absence of Your election, We will make monthly annuity payments on a fixed basis, beginning on the Maturity Date under Annuity Option 3 with Payments Guaranteed for 10 Years.
 
After the Maturity Date, We allow no surrenders or changes among annuity payment options.  In the case of a variable basis payment option, however, You retain the right to change Your Subaccount allocations subject to the limits described below under “THE CONTRACT IN DETAIL: THE PAYOUT PHASE – Transfer of Annuity Value.”  If the Net Accumulation Value applied on the Maturity Date is less than that required to purchase a minimum initial annuity payment of $20, the entire Net Accumulation Value will be paid in a lump sum.
 
The material factors that determine the level of Your annuity benefits are:
 
n  
Your Accumulation Value as of the Initial Determination Date;
 
n  
the annuity payment option You select;
 
n  
the frequency and duration of annuity payments;
 
n  
the sex and adjusted age (as defined in the Contract) of the Annuitant and any Joint Annuitant at the Maturity Date; and
 
n  
in the case of a Variable Annuity Payment, the investment performance of the Subaccounts You select and the Assumed Investment Return (“AIR”) that You select.
 
Variable Annuity Payments
 
Variable Annuity Payments vary as to dollar amount through the Payout Phase based on the investment results of the Subaccounts You select and the AIR that You choose.   The effective annual AIR chosen can be 0%, 3% or 5%, if allowed by applicable law or regulation.  The first Variable Annuity Payment is based on the AIR.  Subsequent Variable Annuity Payments fluctuate based on the investment performance of the Subaccounts You have chosen as compared to the AIR.  As a result, if the actual net investment return of the Subaccounts equals the AIR, the Variable Annuity Payments will be level.  If the actual net investment return of the Subaccounts is greater than the AIR, subsequent Variable Annuity Payments will be higher than the initial payment.  If it is less than the AIR, subsequent Variable Annuity Payments will be lower.
 
Once an AIR is chosen, it cannot be changed.  If no AIR is chosen, 3% will be used as the AIR.  In general, if You select a higher AIR the initial Variable Annuity Payment will be larger than if a lower AIR had been selected, but any increases in the
 
23

 
Variable Annuity Payment will be smaller and less frequent, and any decreases in the Variable Annuity Payment will be larger and more frequent.  On the Initial Determination Date, We apply the portion of the Net Accumulation Value You have designated to purchase Variable Annuity Payments to the proper Variable Annuity Payment Option Table shown in the Contract (or more favorable rates if We offer them) to determine the amount of the initial Variable Annuity Payment.  Subsequent Variable Annuity Payments are determined based on the value of the Annuity Units We credit to each of the Subaccounts You have selected, as described below.
 
We determine the amount of Annuity Units of each Subaccount to purchase by using the most recent Subaccount allocation instructions and dividing the amount of the initial Variable Annuity Payment that is allocated to each Subaccount by that Subaccount’s Annuity Unit value on the Initial Determination Date.  Each Variable Annuity Payment after the first is determined by multiplying the Annuity Unit value for each Subaccount on the date seven days prior to the date on which the payment is due by the number of Annuity Units in that Subaccount.  The resulting payment may be less than or greater than the preceding Variable Annuity Payment.
 
Annuity Unit Value
 
The value of an Annuity Unit for any Subaccount is initially set at $10.00. The value for any subsequent Valuation Period is obtained by first multiplying the Annuity Unit value for the immediately preceding Valuation Period by the net investment factor (as defined in “THE CONTRACT IN DETAIL: THE ACCUMULATION PHASE – Subaccount Accumulation Value”) for the current Valuation Period and then dividing the result by the “assumed net investment factor” for the current Valuation Period.  The “assumed net investment factor” is equal to one plus the AIR calculated for the number of days in the current Valuation Period.
 
Transfer of Annuity Value
 
Twice each year, after a Variable Annuity Payment option has commenced,  You may transfer all or a portion of the value in a Subaccount to any other Subaccount (“the receiving Subaccount”), which We will use to purchase Annuity Units in the receiving Subaccount. The value in a Subaccount is equal to the value of Annuity Units in the Subaccount multiplied by the number of Annuity Units this Contract owns in the Subaccount. The number of Annuity Units credited to the receiving Subaccount will be equal to the dollar amount of the value that is being transferred as of the transfer date divided by the value of an Annuity Unit on that same date in the receiving Subaccount.  Your request for transfer may be made in writing, received in Our offices in good order or by telephone.  We will not accept a request for transfer of annuity value by facsimile or email.  We must receive your request at least 15 days before the due date of the annuity payment to which the transfer will apply.
 
Fixed Annuity Payments
 
Fixed Annuity Payments are a constant dollar amount throughout the Payout Phase. On the Initial Determination Date, the portion of the Net Accumulation Value you have designated to purchase Fixed Annuity Payments will be applied to the proper Fixed Annuity Payout Option Table shown in the Contract (or more favorable rates if We offer them) to determine the amount of the initial Fixed Annuity Payment.
 
Partial Annuitization of Accumulation Value
 
You may apply a portion of the Accumulation Value to an Annuity Payment Option prior to the Maturity Date by providing Us with notice, in Good Order at Our Administrative Office.  This is called a “Partial Annuitization”.  That portion of the
 
24

 
Accumulation Value will be applied to an Annuity Payment Option as of the Valuation Date We receive the notice.  The options available are listed in the Annuity Payment Options section of this contract.
 
A Partial Annuitization reduces the Accumulation Value of the contract by the percentage the amount annuitized was to the Total Accumulation Value on the Partial Annuitization Date.  Unless You instruct Us otherwise, We will withdraw the funds for the Partial Annuitization from the Subaccounts and/or Fixed Account in the same proportion as the Accumulation Value in each Subaccount and/or the Fixed Account bears to the Total Accumulation Value.
 
Any Partial Annuitization must conform to the Minimum Annuity Payment Amount indicated in the Contract.  Any Partial Annuitization request that would reduce the Accumulation Value to less than the Minimum Accumulation Value will be treated as a request for Full Annuitization.
 
Seven days before the Partial Annuitization Date, any premium taxes not yet deducted will be deducted from the Accumulation Value to determine the Net Accumulation Value.  The portion of this value attributable to the Partial Annuitization will then be applied to determine either the initial Variable Annuity Payment and/or the Fixed Annuity Payment.
 
All Annuity Payment Options described below are available for Partial Annuitizations.
 
Limitations on Partial Annuitizations:
 
1.  
The Annuitant must also be the Owner of the Contract.
 
2.  
No more than one (1) Partial Annuitization is permitted each Contract Year.
 
3.  
The maximum number of Partial Annuitizations permitted over the life of the Contract is five (5).

Annuity Payment Options
 
The Contract provides for the annuity options described below.  The Annuity Payment Options available on a variable basis are Options 1, 2a and 3.  All Annuity Payment Options shown are available on a fixed basis.   Payments can be received on a monthly, quarterly, semi-annual or annual basis.
 
Option 1–Single Life Annuity.  (Available on either a variable or a fixed basis or both). An annuity payable monthly during the Annuitant’s lifetime, ceasing with the last payment due before the Annuitant’s death.  If You elect this option, annuity payments terminate automatically and immediately on the death of the Annuitant without regard to the number or total amount of payments received.
 
Option 2a–Joint and Survivor Life Annuity.  (Available on either a variable or a fixed basis or both).  An annuity payable during the joint lifetime of the Annuitant and the Joint Annuitant and continuing thereafter during the lifetime of the survivor, ceasing with the last payment due before the death of the survivor.
 
Option 2b–Joint and Two-Thirds to Survivor Life Annuity.  (Available on a fixed basis only). An annuity payable during the joint lifetime of the Annuitant and the Joint Annuitant and continuing thereafter during the lifetime of the survivor at an amount equal to two-thirds of the joint annuity payment, ceasing with the last payment due before the death of the survivor.
 
Option 2c–Joint and One-Half to Survivor Life Annuity.  (Available on a fixed basis only). An annuity payable during the joint lifetime of the Annuitant and the Joint Annuitant and continuing thereafter during the lifetime of the survivor at an amount equal to one-half of the joint annuity payment, ceasing with the last payment due before the death of the survivor.
 
25

 
Under annuity options 2a, 2b and 2c, annuity payments terminate automatically and immediately on the deaths of both the Annuitant and the Joint Annuitant without regard to the number or total amount of payments received.
 
Option 3–Life Annuity with Payments Guaranteed for 10 or 20 Years.  (Available on either a variable or a fixed basis or both).  An annuity payable during the lifetime of the Annuitant, with the guarantee that if, at his or her death, payments have been made for less than 10 or 20 years, as elected, We will continue to pay to the Beneficiary any guaranteed payments during the remainder of the selected period and, if the Beneficiary dies after the Annuitant, we will pay the Beneficiary’s estate the remaining guaranteed payments.
 
Option 4–Refund Life Annuity.  (Available on a fixed basis only). An annuity payable during the lifetime of the Annuitant, with the guarantee that if, at his or her death, the cumulative payments made have been less than the Net Accumulation Value applied on the Initial Determination Date, payments will be continued until the total of all payments made equal such Accumulation Value.
 
Death after Commencement of Annuity Payments
 
If the death of any Contractowner, any Annuitant, or any Payee occurs on or after the Maturity Date but before all proceeds payable under the Contract have been distributed, We will distribute the entire interest in the Contract at least as rapidly as under the annuity option in effect on the date of death.
 
Death of Contractowner
 
If any Contractowner who is not the Annuitant dies and there is no surviving Contractowner, the Beneficiary will become the Contractowner. If there is a surviving Contractowner, the surviving Contractowner will retain ownership of the Contract.  The remaining annuity payments, if any, will continue to be paid to the Payee.  If the Payee is the deceased Contractowner, any remaining annuity payments will be made to the surviving Contractowner, if any, or to the Beneficiary.
 
Death of Annuitant
 
If the Annuitant dies and there is a surviving Annuitant, the remaining annuity payments, if any, will continue to be paid to the Payee.  If the Payee is the deceased Annuitant, annuity payments will be made to any surviving Annuitant.  If the deceased Annuitant is also the Contractowner, and there is no surviving Contractowner, the surviving Annuitant will assume all rights of ownership under the Contract.  If the Annuitant dies and there is no surviving Annuitant, the Beneficiary will assume all rights to ownership, and the previously designated Contractowner will no longer have any rights under the Contract.   Any remaining annuity payments will be paid to the Beneficiary.
 
YOUR RIGHT TO EXAMINE THE CONTRACT
 
You may examine the contract and elect to cancel it  (a) within ten days from the date Your Contract is delivered to You (or thirty days if a replacement contract) or (b) longer as applicable state law requires.  We will cancel the Contract after We receive from You at Our Administrative Office in Good Order (a) the Contract and (b) a written request for cancellation. We will pay You at least an amount equal to the sum of the Purchase Payments plus any premium taxes that You were charged, subject to state law.
 
26

 
 
 FINANCIAL INFORMATION
 
CALCULATING VALUES
 
To calculate the Accumulation Unit or Annuity Unit values, We must first determine the current value of the units in each Subaccount. We do this for each day the values are calculated by determining the change in investment performance (including Fund-related charges and any dividends and distributions made by the Fund) from the last Valuation Date for each of the Funds. Then, daily charges are applied to Separate Account D for each day since the last Valuation Date. Finally, We multiply the previous unit value by this result.
 
CONTRACT EXPENSES
 
Surrender Charges
 
We assess a surrender charge when You surrender the Contract, in full or in part, except as described below.  The surrender charge is equal to a maximum of 8% of Purchase Payments surrendered, and decreases as shown in the following table:
 

 
Number of Years from Receipt of Purchase Payment to Date of Surrender
Percentage
1 year or less
8.00%
1 year
8.00%
2 years
8.00%
3 years
8.00%
4 years
7.00%
5 years
6.00%
6 years
5.00%
7 years
3.00%
8 years
1.00%
       9 years or more
0.00%
 
The length of time from when We receive a Purchase Payment to the time of full or partial surrender of that Purchase Payment determines the percentage of the surrender charge. For purposes of computing the surrender charge, amounts surrendered will be taken from Your Contract first from any amounts then available as a Free Surrender (as described below), then from Purchase Payments in the order they were made (i.e., first-in, first-out), and finally from any other remaining Accumulation Value. Bonus amounts are not treated as Purchase Payments for purposes of computing surrender charges.
 
For purposes of the Surrender Charge calculation after a Partial Annuitization, each Purchase Payment is reduced proportionately by the percentage the amount annuitized was to the Accumulation Value on the Partial Annuitization Date.
 
Each Contract Year after the first Contract Year, You may, without paying a surrender charge, surrender a maximum of 10% of Purchase Payments not previously surrendered as of the beginning of that Contract Year (“Free Surrenders”).  This privilege is not cumulative, which means that any Free Surrenders not taken during a given Contract Year may not be taken as a Free Surrender in a later Contract Year. In addition, We do not impose a surrender charge if the Accumulation Value is applied to an annuity option or on the payment of any death benefit.
 
Mortality and Expense Risk Charge
 
We impose a mortality and expense risk charge. The mortality risk that We assume arises from Our obligation to continue to make annuity payments to each Annuitant (assuming for purposes of this discussion only that the Annuitant is also the Payee) regardless of (a) how long that person lives and (b) how long all annuitants as a group live. We also assume a risk
 
27

 
associated with the guaranteed death benefit that We would pay in the event of death during the Accumulation Phase. In addition, We assume the risk that the annual contract charge (discussed below) may not be adequate to cover Our administrative expenses.  In consideration for assuming these mortality and expense risks, We deduct an amount equal on an annual basis to 1.40% of the daily Accumulation Unit value of the Subaccounts.
 
We guarantee that We will not increase the mortality and expense risk charge after a Contract is issued. If the charge is insufficient to cover the actual cost of the mortality and expense risks, the loss will fall on Us. Conversely, if the deductions prove more than sufficient, the excess will be a profit to Us. We can use any profits resulting to Us for any business purpose, including the payment of expenses of distributing the Contract.
 
OTHER CHARGES
 
Annual Contract Charge
 
We currently deduct a $35.00 annual contract charge from the Accumulation Value on (a) the last Valuation Date of each Contract Year or (b) the date of surrender of the Contract, if earlier. These deductions are made during the Accumulation Phase only.  The amount of this charge is guaranteed for the first 10 Contract Years, after which it may increase to no more than $50.00. We make the charge against the Accumulation Value by proportionally reducing the number of Accumulation Units held in each of Your Subaccounts. We will not assess this charge in any state that does not permit it.
 
Premium Tax Charge
 
Some states and municipalities assess premium taxes at the time You: make Purchase Payments; surrender; or begin receiving annuity payments.
 
We currently pay any premium taxes that are assessed. However, We reserve the right to deduct such premium taxes in accordance with the terms of Your Contract. These taxes currently range up to 3.5% of Purchase Payments received by Us.
 
Fund Expenses
 
The Funds also take deductions from, and pay expenses out of, their own assets.  Further information about these charges is available in the attached prospectus for the Life Series Funds.
 
FEDERAL TAX INFORMATION
 
This section provides a general summary of the federal tax law as it pertains to the Contract. We believe that the Contract will qualify as a tax deferred annuity contract for federal income tax purposes, and the following summary assumes so. We do not discuss state or local taxes, except as noted. The law described herein could change, possibly retroactively. We have the right to modify the Contract in response to changes in the law that affect the favorable tax treatment for annuity owners. We do not offer this summary as tax advice, for which You should consult a qualified tax adviser.
 
Taxation of a Contract will depend, in part, on whether the Contract is purchased as part of a qualified retirement plan or an IRA. The following discussion does not apply to a Contract that has been purchased as part of an IRA or qualified retirement plan (a “qualified Contract”). If a qualified Contract is purchased, the tax treatment of Purchase Payments, annuity payments, surrenders and death benefits will be governed by the tax law applicable to IRAs and qualified plans. However, generally, deductible or “before-tax” Purchase Payments for qualified Contracts will be taxed when distributed from the Contract; the Contract is not forfeitable; and Contract ownership may not be transferred.  Purchase Payments to a Contract purchased outside of a qualified plan or IRA (a “non-qualified Contract”) are on an “after-tax” basis, so You only pay federal income taxes on Your earnings
 
28

 
and gains. Generally, these earnings and gains are taxed when You receive them from the Contract. The IRS has not reviewed the Contract for qualification as an appropriate investment in an IRA.
 
When a non-natural person owns a non-qualified Contract, the annuity generally will not be treated as an annuity for federal tax purposes and thus will lose the benefit of tax deferral. However, an annuity owned by a non-natural person as an agent for an individual will be treated as an annuity for tax purposes.  This summary assumes that the Contractowner is a natural person who is a U.S. citizen or U.S. resident. The federal tax law applicable to corporate taxpayers, non-U.S. citizens, and non-U.S. residents may be different.
 
Purchase Payments
 
Your Purchase Payments are not deductible from Your gross income for tax purposes.
 
Increases in Accumulation Value
 
Generally, You pay no income tax on increases in Your Contract’s Accumulation Value until there is a distribution from the Contract. A distribution occurs when there is a partial or full surrender or annuity payments begin.
 
Annuity Payments
 
Once annuity payments begin, You generally will be taxed only on the investment income and gains You have earned and not on the amount of Your Purchase Payments. As a result, a portion of each payment will be taxable as ordinary income. The remaining portion will be a nontaxable recovery of Your Investment in the Contract. Generally, Your Investment in the Contract equals the Purchase Payments You made, less any amounts You previously surrendered that were not taxable.
 
For Fixed Annuity Payments, the tax-free portion of each payment is determined by:
 
n dividing Your Investment in the Contract by the total amount You expect to receive out of the Contract, and
 
n multiplying the result by the amount of the payment.
 
For Variable Annuity Payments, the tax-free portion of each payment is (a) Your Investment in the Contract divided by (b) the number of expected payments.
 
The remaining portion of each payment, and all of the payments You receive after You recover Your Investment in the Contract, are fully taxable. If payments under a life annuity stop because the Annuitant dies, there is an income tax deduction for any unrecovered Investment in the Contract.
 
Surrenders
 
Before annuity payments begin, surrenders are taxed as follows:
 
n a partial or total surrender is taxed in the year of receipt to the extent that the Contract’s Accumulation Value exceeds the Investment in the Contract (that is, on an “income first” basis); and
 
n a federal tax penalty equal to 10% of the taxable distribution applies to distributions before the taxpayer reaches age 59 ½ subject to certain exceptions.
 
The 10% federal tax penalty is generally not imposed on surrenders that are:
 
n made on or after the death of a Contractowner;
 
n attributable to the taxpayer’s becoming disabled; or
 
n made as part of a series of substantially equal periodic payments (not less frequently than annually) for the life or life expectancy of the taxpayer or for the joint lives or joint life expectancies of the taxpayer and his or her designated beneficiary.  If You receive systematic payments that You intend to qualify for the substantially equal periodic payment
 
29

 
exception, changes (other than by reason of death or disability) to Your systematic payments before You reach age 59 1/2 or within five years (after You reach that age) after beginning Your systematic payments will result in the retroactive imposition of the 10% tax penalty with interest. Other exceptions may apply under certain circumstances. Special rules may also apply to the exceptions noted above.
 
If the Contract was purchased as an investment for profit, subject to certain rules, You may deduct any loss upon surrender of the Contract as an ordinary loss.  For purposes of surrenders, the Internal Revenue Code treats all Contracts that We issue to You in the same calendar year as a single Contract.
 
Death Benefits
 
Unlike the death benefit on a life insurance policy, the death benefit paid on an annuity contract does not pass to the Beneficiary free of income taxes. Generally, a death benefit is included in the recipient’s income as follows:
 
n if distributed in a lump sum, it is taxed in the same manner as a surrender of the Contract;
 
n if distributed under an annuity payout option, it is taxed in the same manner as annuity payments.
 
The death benefit paid to a Beneficiary on a Contract is ordinary income to the Beneficiary to the extent it exceeds the Contractowner’s Investment in the Contract. The Beneficiary must pay taxes on this amount at the Beneficiary’s tax rate. Moreover, the amount of the death benefit may also be taxed in the Contractowner’s estate unless the Beneficiary is the spouse. If the Beneficiary is not the spouse, the Beneficiary may be eligible for a special income tax deduction for a portion of the estate tax attributable to the death benefit.
 
Transfers, Assignments and Contract Exchanges
 
Transferring or assigning ownership of a Contract, changing the Maturity Date or exchanging a Contract (unless the exchange qualifies as a tax-free exchange under Section 1035 of the Internal Revenue Code) may result in certain tax consequences, such as income and gift taxes, not explained in this prospectus. Please consult Your tax adviser regarding these consequences.
 
Tax Withholding and Reporting
 
The Internal Revenue Code generally requires Us to withhold income tax from any Contract distribution, including a partial surrender or total surrender or an annuity payment. The amount of withholding depends, in part, on whether the payment is “periodic” or “non-periodic.”
 
For periodic payments (e.g., annuity payments), We withhold from the taxable portion of each payment as if it were a payment of wages, based on a payroll withholding schedule that assumes a married recipient claiming three withholding exemptions. If You want Us to withhold on a different basis, You must file an appropriate withholding certificate with Us. For non-periodic payments (e.g., distributions such as partial surrenders), We generally withhold 10% of the taxable portion of each payment.
 
You may elect not to have the withholding rules apply. For periodic payments, Your election is effective for the calendar year for which You file it with Us and for each subsequent year until You amend or revoke it. For non-periodic payments, an election is effective when You file it with Us, but only for the payment to which it is applicable. We have to notify Your recipients of Your right to elect not to have taxes withheld.  The Internal Revenue Code generally requires Us to report all payments to the IRS.
 
30

 
Other Tax Issues
 
We are taxed as a “life insurance company” under the Internal Revenue Code. We do not expect to incur any federal income tax as a result of the earnings or realized capital gains attributable to Separate Account D. Based upon this expectation, no charge is currently assessed against Separate Account D for such taxes. If We incur such taxes in the future, We may assess a charge for such taxes against Separate Account D.   We may incur state and local taxes (in addition to premium taxes) attributable to the Separate Account in several states.  At present, these taxes are not significant and We do not impose any charge for such taxes against the Separate Account.  We may assess the Separate Account for such taxes in the future.  If any charges for federal, state or local taxes are assessed against the Separate Account in the future, they could reduce the net investment performances of the Subaccounts.
 
In order for the Contract to be treated as an annuity contract for federal income tax purposes, the investments of each Subaccount of Separate Account D must be “adequately diversified” in accordance with the Internal Revenue Code and Treasury Department regulations. The investment adviser of the Life Series Funds monitors their investment portfolios to ensure that the diversification requirements are met. If any Subaccount in which You invested failed to satisfy these requirements, You would be taxed on the earnings and gains of the Subaccount unless Your Contract was held in an IRA or qualified plan. The tax would apply from the first quarter of the failure, until We corrected the failure in conformity with a Treasury Department procedure. This is a risk that is common to all variable annuity contracts.
 
Each of the Life Series Funds that is available under the Contract sells its shares not only to Separate Account D but also to other separate accounts that fund variable life insurance policies and variable annuity contracts. We do not anticipate any disadvantage resulting from this arrangement. However, it is possible that a material conflict of interest could arise between the interests of policyowners and Contractowners that invest in the same Fund. If such a conflict were to arise, We would take whatever steps were necessary to protect the interests of policyowners and Contractowners, including potentially substituting a different fund for the Fund.
 
Under certain circumstances, a Contractowner’s control of the investments of Separate Account D could cause the Contractowner, rather than Us, to be treated as the owner of the assets in Separate Account D for tax purposes, which would result in the current taxation of the income and gains on those assets to the Contractowner. Based upon existing IRS guidance, We do not believe that the ownership rights of a Contractowner under the Contract would result in the Contractowner’s being treated as the owner of the assets of the Contract. However, We do not know whether additional guidance will be provided by the IRS on this issue and what standards may be contained in such guidance. Therefore, We reserve the right to modify the Contract as necessary to attempt to prevent a Contractowner from being considered the owner of a pro rata share of the assets of the Contract.
 
31

 
 
 OTHER INFORMATION
 
VOTING RIGHTS
 
Because the Life Series Funds are not required to have annual shareholder meetings, Contractowners generally will not have an occasion to vote on matters that pertain to the Life Series Funds. In certain circumstances, one or more of the Funds may be required to hold a shareholders meeting or may choose to hold one voluntarily. For example, a Fund may not change fundamental investment policies without the approval of a majority vote of that Fund’s shareholders in accordance with the 1940 Act.
 
If a Fund holds a meeting at which shareholders are entitled to vote, Contractowners would have an opportunity to provide voting instructions for shares of the Fund held by a Subaccount in which their Contract invests. We would vote the shares of any Fund held in a corresponding Subaccount or directly at any Fund shareholders meeting as follows:
 
n shares attributable to Contractowners for which We received instructions would be voted in accordance with the instructions;
 
n shares attributable to Contractowners for which We did not receive instructions would be voted in the same proportion that We voted shares held in the Subaccount for which We received instructions; and
 
n shares not attributable to Contractowners would be voted in the same proportion that We voted shares held in the Subaccount attributable to Contractowners for which We received instructions.
 
We will vote Fund shares that We hold directly in the same proportion that We vote shares held in any corresponding Subaccounts that are attributable to Contractowners and for which We receive instructions. However, We will vote Our own shares as we deem appropriate where there are no shares held in any Subaccount. We will present all the shares of any Fund that We held through a Subaccount or directly at any Fund shareholders meeting for purposes of determining a quorum.  We will determine the number of Fund shares held in a corresponding Subaccount that is attributable to each Contractowner as follows:
 
n in the Accumulation Phase, We divide the Subaccount’s Accumulation Value by the net asset value of one Fund share, and
 
n in the annuity income period, We divide the reserve held in the Subaccount for the Variable Annuity Payments under the Contract by the net asset value of one Fund share.  As this reserve fluctuates, the number of votes fluctuates.
 
We will determine the number of votes that a Contractowner has the right to cast as of the record date established by the Life Series Funds.  We will solicit instructions by written communication before the date of the meeting at which votes will be cast. We will send meeting information and other materials relating to the Fund to each Contractowner having a voting interest in a Subaccount.  The voting rights that We describe in this prospectus are created under applicable laws. If the laws eliminate the necessity to submit such matters for approval by persons having voting rights in separate accounts of insurance companies or restrict such voting rights, We reserve the right to proceed in accordance with any such changed laws or regulations. Specifically, We reserve the right to vote shares of any Fund in Our own right, to the extent the law permits.
 
PROCESSING TRANSACTIONS
 
Generally, Your transaction requests will be processed as of the Valuation Date on which We receive them, if We receive them in Good Order before the closing of business (generally 4:00 P.M. Eastern Time). Otherwise, they will be processed as of Our next Valuation Date. To meet Our
 
32

 
requirements for processing transactions, We may require that You use Our forms.
 
RESERVATION OF RIGHTS
 
We also reserve the right to make certain changes to the Contract, Separate Account D or the Funds if We believe they would (a) best serve the interests of the Contractowners and Payees or (b) be appropriate in carrying out the purposes of the Contract. We will make a change only as the law permits. When required, We will (a) obtain the necessary Contractowner or regulatory approval for any change and (b) notify Contractowners before making a change.
 
For example, we may:
 
n operate Separate Account D in any form permitted by law;
 
n add, delete, combine, or modify Subaccounts of Separate Account D;
 
n add, delete, or substitute for the Fund shares held in any Subaccount the shares of any investment company or series thereof, or any investment permitted by law;
 
n amend or obtain and continue any exemptions under the Contract if required to comply with the Internal Revenue  Code or any other applicable federal or state law; or
 
n make any necessary technical changes in the Contract in order to conform with any of the above actions.
 
STATE VARIATIONS
 
Where required by state law, there may be variations in the Contract covered by a special form of the Contract for Your State. As a result, Your Contract may differ from this prospectus. Your actual Contract, with any endorsements, amendments and riders, is the controlling document. We have the right to change the Contract to meet applicable state laws or regulations.
 
We offer the Contract in most states. Check with Your registered representative for availability in Your state. The Contract is offered continuously. Although we do not anticipate discontinuing the offer of the Contract, We reserve the right to do so at any time.
 
DISTRIBUTION OF THE CONTRACT
 
We sell the Contract solely through individuals who, in addition to being licensed as insurance agents, are registered representatives of FIC, which is one of Our affiliates and Our general agency.  FIC is a registered broker-dealer under the Securities Exchange Act of 1934, and a member of the Financial Industry Regulatory Authority (FINRA).  We pay FIC a commission of 5.868 % of the Purchase Payments made under the Contract.  FIC’s executive offices are located at 55 Broadway, New York, New York 10006. We reserve the right to sell the Contracts directly.
 
REPORTS
 
At least twice each year, We will send a report to You that contains financial information about the Funds as required by applicable law.  In addition, We will send you a confirmation on behalf of FIC after each transaction that affects the value of Your Contract, and at least once each year, We will send a statement that gives You financial information about Your Contract.
 
If several members of the same household each own a Contract, We may send only one such report or prospectus to that address, unless You instruct Us otherwise. You may receive additional copies by calling or writing Us.
 
FINANCIAL STATEMENTS
 
The Financial Statements of First Investors Life and for Separate Account D are in the SAI.
 
33

 
 
 
 TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
 
 
ITEM
PAGE
 
General Description  2
Services 3
Valuation 4
Other Information 5
Relevance of Financial Statements  6
Appendices 7
Financial Statements  10
 
 
 
 
 
 
 
 
 
 
 
 
 
SEC file numbers:
Separate Account D: 333-186359/811-08205
 

 

 
34

 


 
 
To:   First Investors Life Insurance Company
Raritan Plaza 1
Edison, New Jersey 08837
 
Request for Statement of
Additional Information
 
I would like to receive a current copy of the following:
(check all appropriate boxes below)
 
 
o  The Statement of Additional Information for First Investors Life Variable Annuity Fund D (Separate Account D).
 
 
o  The Statement of Additional Information for First Investors Life Series Funds.
 
 
From:
   
   
(name)
 
 
Contract number:
   
 
Address:
   
       
 
Phone number:
   
 
o Check if this is a change of address.

35
 
 

 
 
FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D
 
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
 
OFFERED BY
 
FIRST INVESTORS LIFE INSURANCE COMPANY
 
Statement of Additional Information dated [_________, 2013]

 
This Statement of Additional Information (“SAI”) is not a Prospectus and should be read in conjunction with the Prospectus for the First Choice Bonus Annuity contract funded by First Investors Life Variable Annuity Fund D (“Separate Account D”), which may be obtained at no cost by writing to First Investors Life Insurance Company, Raritan Plaza 1, Edison, New Jersey 08837, or by telephoning (800) 832-7783 or by visiting our website at www.firstinvestors.com.
 
Unless otherwise noted, the terms in this SAI have the same meaning as in the Prospectuses.


TABLE OF CONTENTS


 
Page
   
General Description
2
Services
3
Valuation
4
Other Information
5
Relevance of Financial Statements
6
Appendices
7
Financial Statements
10
 
 
 
1

 
GENERAL DESCRIPTION

First Investors Life Insurance Company.  First Investors Life Insurance Company, 55 Broadway, New York, New York 10006 (“FIL” or “First Investors Life”), a stock life insurance company incorporated under the laws of the State of New York in 1962, writes life insurance and annuities.  First Investors Consolidated Corporation (“FICC”), a holding company, owns all of the voting common stock of First Investors Management Company, Inc. (“FIMCO” or “Adviser”) and all of the outstanding stock of First Investors Life, First Investors Corporation (“FIC” or “Underwriter”) and Administrative Data Management Corp., the transfer agent for First Investors Life Series Funds (“Life Series Funds”). The Independent Order of Foresters (“Foresters”) controls FICC and, therefore, the Adviser and First Investors Life. Foresters is a Canadian fraternal benefit society with operations in Canada, the United States and the United Kingdom and its principal business address is 789 Don Mills Road, Toronto, Canada M3C 1T9.

The following chart provides information about the Officers and Directors of First Investors Life.

Name
FIL Office
Principal Occupation for Last Five Years
Carol Lerner Brown
Secretary
Assistant Secretary FIC since 1989; Secretary FIMCO since 1989; Secretary FICC 1989-2011, Assistant Secretary FICC since 2011; Secretary Administrative Data Management Corp. since 1989; and Secretary First Investors Advisory Services, LLC since 2012
Pratibha Canaran
Vice President – Finance
Vice President – Finance FIL, FICC, FIC, FIMCO, and Administrative Data Management Corp. since 2012; Assistant Vice President Foresters since 2003.
Craig D. Cloyed
Director
Director FIL since 2012; President and Director Calvert Investment Distributors, Inc. from 1998 to March 2012.
William H. Drinkwater
Senior Vice President and Chief Actuary
Senior Vice President and Chief Actuary FIL since 2003.
Lawrence M. Falcon
Senior Vice President and Comptroller
Senior Vice President and Comptroller FIL since 1990.
Francis X. Gannon
 
     Chief Financial Officer and Treasurer
Chief Financial Officer and Treasurer FIL, FIC, ADM and FICC since 2013; Chief Financial Officer FIMCO since 2013; Chief Financial Officer First Investors Advisory Services, LLC. since 2012; Principal FX Capital LLC 2009-2013; Corporate Comptroller AlliedBarton 2010-2011; Director Jefferson Wells 2008-2009.
Steven Guterman
Director
Director FIL since 2012; Chief Executive Officer InstantLabs Medical Diagnostics Corp. since 2010; Senior Managing Director AIG Investments 2001-2009.
Jason Helbraun
Assistant Vice President
Assistant Vice President FIL since 2006.
William M. Lipkus
Chairman, Vice President, Chief Administrative Officer and Director
Chief Executive Officer (since 2012), President (since 2012), Treasurer 1999-2013, Chief Financial Officer 1997-2013 and Chief Administrative Officer (since 2012) of FICC; Chairman (since 2012), Director (since 2007), Chief Financial Officer 1998-2013 and Chief Administrative Officer (since 2012) of FIMCO; Chairman (since 2012), Director (since 2011), Treasurer 1999-2013, Chief Financial Officer 1998-2013 and Chief Administrative Officer (since 2012) of FIC;

 
 
2

 

Name
FIL Office
Principal Occupation for Last Five Years
 
 
Chairman (since 2012), Director (since 2007), Treasurer 1998-2013, Chief Financial Officer 1998-2013 and Chief Administrative Officer (since 2012) of Administrative Data Management Corp.; Chairman (since 2012), Director (since 2012), Vice President (since 1996), Treasurer 1996-2013), Chief Financial Officer 1996-2013 and Chief Administrative Officer (since 2012) of FIL; and Board of Managers and Chairman (since 2012) and Chief Financial Officer 2012-2013, of First Investors Advisory Services, LLC.

Martha E. Marcon
Director
 
Director FIL since 2012; Director FICC since 2011; Director Mercury General Corp. 2008-present; Director NIA Group 2006-present.
Loretta McCarthy
Director
Director FIL since 2012; Managing Director and Co-Leader at New York Forum Golden Seeds, LLC since 2005; Principal McCarthy Group, LLC since 2002.
George S. Mohacsi
Director
President and Chief Executive Officer Foresters since 2005; Chairman and Director FICC since 2011.
Glen Mueller
Vice President and Chief Underwriter
Vice President and Chief Underwriter FIL since 2005.
David Schimmel
Vice President
Vice President FIL since 2011; Assistant Vice President FIL 2006-2011.
John Shey
Assistant Vice President
Assistant Vice President FIL since 2006.
Carol E. Springsteen
President and Director
President and Director FIL since 2003; and Board of Managers, First Investors Advisory Services, LLC since 2012
 
Separate Account Assets.  Separate Account D was established on April 8, 1997 under the provisions of the New York Insurance Law.  Separate Account D’s assets are segregated from the assets of First Investors Life, and that portion of Separate Account D’s assets having a value equal to, or approximately equal to, the reserves and contract liabilities under the Contracts are not chargeable with liabilities arising out of any other business of First Investors Life.  Separate Account D is registered with the Securities and Exchange Commission (“Commission”) as a unit investment trust under the Investment Company Act of 1940, as amended (the "1940 Act"), but such registration does not involve any supervision by the Commission of the management or investment practices or policies of the Separate Account.
 
SERVICES
 
Custodian.  First Investors Life, subject to applicable laws and regulations, is the custodian of the securities of the Subaccounts of Separate Account D.
 
Independent Registered Accounting Firm. KPMG LLP, 345 Park Avenue, New York, NY 10154, was selected as the independent registered public accounting firm for Separate Account D and First Investors Life Insurance Company for the years 2012 and 2011.
 
Tait, Weller & Baker, LLP, 1818 Market Street, Philadelphia, PA 19103, an independent registered accounting firm, were the independent accountants for Separate Account D and First Investors Life
 
 
3

 
Insurance Company for the years 2010, 2009 and 2008.
 
Underwriter.  First Investors Life and Separate Account D have entered into an Underwriting Agreement with FIC.  FIC, an affiliate of First Investors Life and of the Adviser, has its principal business address at 55 Broadway, New York, New York 10006.  For the fiscal years ended December 31, 2010, 2011 and 2012, FIC received fees from Separate Account D of $304,272, $92,133 and $92,868, respectively, in connection with the distribution of Separate Account D contracts in a continuous offering.
 
First Investors Life anticipates continuing to offer new First Choice Bonus Annuity contracts, but reserves the right to discontinue those offerings.
 
The Contracts are sold by insurance agents licensed to sell variable annuities, who are registered representatives of the Underwriter or broker-dealers who have sales agreements with the Underwriter.
 
VALUATION
 
Value of an Accumulation Unit.  For each Subaccount of Separate Account D, the value of an Accumulation Unit initially was set arbitrarily at $10.00.  The value of an Accumulation Unit for any subsequent Valuation Period is determined by multiplying the value of an Accumulation Unit for the immediately preceding Valuation Period by the Net Investment Factor for the Valuation Period for which the Accumulation Unit Value is being calculated (see Appendix I, Example B).  The investment performance of each Fund, and expenses and deductions of certain charges, affect the Accumulation Unit Value.  The value of an Accumulation Unit for the Subaccounts may increase or decrease from Valuation Period to Valuation Period.
 
Net Investment Factor.  The Net Investment Factor for each Subaccount for any Valuation Period is determined by dividing (a) by (b) and subtracting (c) from the result, where:
 
 
(a)
is the net result of:
 
the net asset value per share of the applicable Fund determined at the end of the current Valuation Period, plus
 
the per share amount of any dividend or capital gains distributions made by the applicable Fund if the “ex-dividend” date occurs during the current Valuation Period.
 
 
(b)
is the net asset value per share of the applicable Fund determined as of the end of the immediately preceding Valuation Period.
 
 
(c)
is a factor representing the charges deducted for mortality and expense risks.  For Separate Account D, such factor is equal on an annual basis to 1.40% of the daily net assets value of the applicable Subaccount.
 
The Net Investment Factor may be greater or less than one, and therefore, the value of an Accumulation Unit for any Subaccount may increase or decrease.  (For an illustration of this calculation, see Appendix I, Example A.)
 
Value of Amounts Allocated to the Fixed Account.  The First Choice Bonus Annuity contract also allows Contractowners to allocate value to the Fixed Account.  The Accumulation Value thus consists of the Subaccount Accumulation Value in each Subaccount to which a Contractowner allocates value, which is based on the Accumulation Unit values described above, and the Fixed Account Accumulation Value.  The Fixed Account Accumulation Value at any time is equal to the amount determined as described in the First Choice Bonus Annuity prospectus under the heading “THE CONTRACT IN DETAIL: THE ACCUMULATION PHASE – Fixed Account Accumulation Value.”
 
Value of an Annuity Unit.  For each Subaccount of Separate Account D, the value of an Annuity Unit initially was set arbitrarily at $10.00.  The value of an Annuity Unit for any subsequent
 
 
 

 
Valuation Period is determined by multiplying the Annuity Unit Value for the immediately preceding Valuation Period by the Net Investment Factor for the Valuation Period for which the Annuity Unit Value is being calculated, and multiplying the result by an interest factor to offset the effect of an investment earnings rate of 3.0% per annum (or a different rate chosen by a Contractowner), which is assumed in the Annuity Tables contained in the Contracts.  (For an illustration of this calculation, see Appendix II, Example A.)
 
Amount of Annuity Payments.  When annuity payments are to commence, the Accumulation Value to be applied to a variable annuity option will be determined by multiplying the value of an Accumulation Unit for the Valuation Date on or immediately preceding the seventh day before the Maturity Date by the number of Accumulation Units owned.  This seven day period is used to permit calculation of amounts of annuity payments and mailing of checks in advance of the due date.  At that time any applicable premium taxes not previously deducted may be deducted from the Accumulation Value to determine the net Accumulation Value.  The net amount to be applied to an Annuity Option, the Net Accumulation Value, consists of the amounts derived from the Accumulation Units, as described above, as well as the Fixed Account Accumulation Value.  The resultant value is then applied to the Annuity Tables set forth in the Contract to determine the amount of the first monthly annuity payment.  The Contract contains Annuity Tables setting forth the amount of the first monthly installment for each $1,000 of Accumulation Value applied.  These Annuity Tables vary according to the Annuity Option selected by the Contractowner and according to the sex and adjusted age of the Annuitant and any Joint Annuitant at the Annuity Commencement Date.  The Contracts contain a formula for determining the adjusted age. The Annuity Tables are determined from the A2000 Individual Annuitant Mortality Table Age Last Birthday and an Assumed Investment Return of 3.00% or a different rate chosen by the Contractowner and the adjusted age is the age of the annuitant minus one year for each completed 10-year period measured from the year 2000 to the date of Annuity Payment Option commencement.  Annuity Tables used by other insurers may provide greater or less benefits to the Annuitant.
 
The dollar amount of the first monthly Variable Payment, based on the Subaccount determined as above, is divided by the value of an Annuity Unit for the Subaccount for the Valuation Date on or immediately preceding the seventh day before the Annuity Commencement Date to establish the number of Annuity Units representing each monthly payment under the Subaccount.  This seven day period is used to permit calculation of amounts of annuity payments and mailing of checks in advance of the due date.  This number of Annuity Units remains fixed for all variable annuity payments.  The dollar amount of the second and subsequent variable annuity payments is determined by multiplying the fixed number of Annuity Units for the Subaccount by the applicable value of an Annuity Unit Value for the Valuation Date on or immediately preceding the seventh day before the due date of the payment.  The value of an Annuity Unit will vary with the investment performance of the corresponding Fund, and, therefore, the dollar amount of the second and subsequent variable annuity payments may change from month to month.  (For an illustration of the calculation of the first and subsequent Variable Payments, see Appendix II, Examples B, C and D.)
 
A fixed annuity provides annuity payments which remain fixed as to dollar amount throughout the payment period and is based on an assumed interest rate of 2.5% per year built into the Annuity Tables in the Contract.
 
OTHER INFORMATION
 
Time of Payments.  All payments due under the Contracts will ordinarily be made within seven days of the payment due date or within seven days after the date of receipt of a request for partial surrender or termination.  However, First Investors Life reserves the right to suspend or postpone the date of any payment due under the Contracts (1) for any period during which the New York Stock Exchange (“NYSE”) is closed (other than customary weekend and holiday closings) or during which trading on the NYSE, as determined by the Commission, is restricted; (2) for any period during which an emergency, as determined by the Commission, exists as a result of which disposal of securities held by the Fund is not reasonably practical or it is not reasonably practical to determine the value of the Fund’s net assets; or (3) for such other periods as the Commission may by order permit for the protection of security holders or as may be permitted under the 1940 Act.
 
 
5

 
In addition, First Investors Life may defer for up to six months the payment of any full or partial surrender of amounts allocated to the Fixed Account.
 
Reports to Contractowners.  First Investors Life will mail to each Contractowner at the last known address of record, at least annually, a report containing such information as may be required by any applicable law or regulation and a statement of the Accumulation Units credited to the Contract for each Subaccount and the Accumulation Unit Values.  In addition, latest available reports of the Life Series Funds will be mailed to each Contractowner.
 
Assignment.  Any amounts payable under the Contracts may not be commuted, alienated, assigned or otherwise encumbered before they are due.  To the extent permitted by law, no such payments shall be subject in any way to any legal process to subject them to payment of any claims against any Annuitant, Joint Annuitant or Beneficiary.  The Contracts may be assigned.  No assignment of a Contract shall be binding on First Investors Life unless such assignment is in writing and is filed with First Investors Life at its home office.
 
RELEVANCE OF FINANCIAL STATEMENTS
 
The values of the interests of Contractowners under the variable portion of the Contracts will be affected solely by the investment results of the Subaccounts.  The financial statements of First Investors Life as contained herein should be considered only as bearing upon First Investors Life’s ability to meet its obligations to Contractowners under the Contracts, and they should not be considered as bearing on the investment performance of the Subaccounts.
 
 
6

 
 
APPENDICES


APPENDIX I

EXAMPLE A
Formula and Illustration for Determining the
Net Investment Factor of a Subaccount
of Separate Account D

Net Investment Factor  =
A + B
- D
   C


Where:

A =
The Net Asset Value of a Fund share as of the end of the current
Valuation Period.
   
 
Assume
 =
$8.51000000
B =
The per share amount of any dividend or capital gains distribution
since the end of the immediately preceding Valuation Period.
   
 
Assume
 =
0
C =
The Net Asset Value of a Fund share as of the end of the immediately
preceding Valuation Period.
   
 
Assume
=
$8.39000000
D =
The daily deduction for mortality and expense risks and administration,
which totals 1.4% on an annual basis.
   
 
On a daily basis
 =
.00003836

Then, the Net Investment Factor  =
8.51000000 + 0
- .00003836
=
1.01426438
  8.39000000



EXAMPLE B
Formula and Illustration for Determining
Accumulation Unit Value of a Subaccount
of Separate Account D

Accumulation Unit Value = A x B
Where:

A =
The Accumulation Unit Value for the immediately preceding Valuation
Period.
   
 
Assume
=
$1.46328760
B =
The Net Investment Factor for the current Valuation Period.
   
 
Assume
 
1.01426438
       
Then, the Accumulation Unit Value = $1.46328760 x 1.01426438
=
1.48416049
 
 
7

 
APPENDIX II

EXAMPLE A

Formula and Illustration for Determining
Annuity Unit Value of
Separate Account D

Annuity Unit Value = A x B x C

Where:

A =
Annuity Unit Value of the immediately preceding Valuation Period.
   
 
Assume
=
$1.10071211
B =
Net Investment Factor for the Valuation Period for which the Annuity
Unit is being calculated.
   
 
Assume
 
1.00083530
C =
A factor to neutralize the assumed interest rate of 3.0% built into
the Annuity Tables used.
   
 
Daily factor equals
=
0.99990575
       
Then, the Annuity Value is:
 
 
       
 
$1.10071211 x 1.00083530 x 0.99990575 = $1.10152771
   




EXAMPLE B

Formula and Illustration for Determining
Amount of First Monthly Variable Annuity Payment from
Separate Account D


First Monthly Variable Annuity Payment  =
     A     
x B
$1,000

Where:

A =
The Net Accumulated Value allocated to Separate Account C for the
Business Day on or immediately preceding the seventh day
before the Annuity Commencement Date.
   
 
Assume
=
$20,000.00
B =
The Annuity purchase rate per $1,000 based upon the option
selected, the sex and adjusted age of the Annuitant
according to the Annuity Tables contained in the Contract.
   
 
Assume
=
$6.40
 
Then, the first Monthly Variable Payment =
$20,000
x $6.40 = $128.00
$1,000
 
 
8

 
EXAMPLE C

Formula and Illustration for Determining
the Number of Annuity Units for Separate Account D
Represented by Each Monthly Variable Annuity Payment



Number of Annuity Units =
A
 
B

Where:

A =
The dollar amount of the first monthly Variable Annuity Payment.
   
 
Assume
=
$128.00
B =
The Annuity Unit Value for the Business Day on or immediately
preceding the seventh day before the Annuity Commencement Date.
   
 
Assume
=
$1.09763000

Then, the number of Annuity Units =
    $128.00       
= 116.61488844
$1.09763000


EXAMPLE D

Formula and Illustration for Determining
the Amount of Second and Subsequent Monthly Variable
Annuity Payments From Separate Account D

Second Monthly Variable Annuity Payment = A x B

Where:
 
A =
The Number of Annuity Units represented by each monthly
Variable Annuity Payment.
   
 
Assume
=
116.61488844
B =
The Annuity Unit Value for the Business Day on or immediately
preceding the seventh day before the date on which the
second (or subsequent) Variable Annuity Payment is due.
   
 
Assume
=
$1.11834234

Then, the second monthly Variable Annuity Payment = 116.61488844 x $1.11834234 = $130.42

The above example was based upon the assumption of an increase in the Annuity Unit Value since the initial Variable Annuity Payment due to favorable investment results of the Separate Account and the Fund.  If the investment results were less favorable, a decrease in the Annuity Unit Value and in the second monthly Variable Annuity Payment could result.  Assume B above was $1.08103230.

Then, the second monthly Variable Annuity Payment = 116.61488844 x $1.08103230 = $126.06

 
9

 
 

 
FIRST INVESTORS LIFE
 
VARIABLE ANNUITY FUND D
 
Financial Statements
 
December 31, 2012
 
(With Report of Independent Registered Public Accounting Firm Thereon)
 


 
 

 

FIRST INVESTORS LIFE
 
VARIABLE ANNUITY FUND D
 
 
Table of Contents
 
 
Page
 
Report of Independent Registered Public Accounting Firm
1
 
Statements of Assets and Liabilities
2
 
Statements of Operations
3
 
Statements of Changes in Net Assets
4
 
Notes to Financial Statements
6
 
                                                   

 
 

 
 
 
Report of Independent Registered Public Accounting Firm
 
The Board of Directors of First Investors Life Insurance Company and
Contract Owners of First Investors Life Variable Annuity Fund D:
 
We have audited the accompanying statement of assets and liabilities of each of the individual sub-accounts disclosed in note 1 which comprise First Investors Life Variable Annuity Fund D (Separate Account D), as of December 31, 2012, and the related statement of operations, statements of changes in net assets and the financial highlights for each of the years in the two-year period ended December 31, 2012.  These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
 
We conducted our audits 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 and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2012, by correspondence with the transfer agent of the mutual funds.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the individual sub-accounts which comprise Separate Account D as of December 31, 2012, the results of its operations, changes in its net assets and financial highlights for each of the years in the two-year period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.
 

(signed) KPMG LLP

 
April 12, 2013
 
 
 
 
 

 
 
FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
Statement of Assets and Liabilities
December 31, 2012

                                                         
                                                       
Target
               
Cash
Management
 
Fund for (1)
Income
 
Growth and
Income
 
Special (1)
Situations
 
 
International
 
Select
Growth
 
 
Government
 
Investment
Grade
 
Total Return
 
Equity Income (1)
 
Maturity
2015
Assets:
                                                 
 
Investments at net asset value (note 3):
                                           
   
First Investors Life Series Fund
$
2,488,417   
$
12,340,275   
$
43,651,496 
$
14,802,455 
$
13,304,652 
$
3,340,183 
$
8,916,890 
$
16,720,767 
$
74,228   
$
17,359,464  
$
16,283,208   
Liabilities:
                                                 
 
Payable to First Investors:
                                           
   
Life Insurance Company
 
2,884   
 
14,336   
 
51,052 
 
17,282 
 
15,659   
 
3,899   
 
10,321 
 
19,470
 
43 
 
20,281 
 
19,022 
         
Net assets
 
2,485,533   
 
12,325,939   
 
43,600,444 
 
14,785,173 
 
13,288,993   
 
3,336,284 
 
8,906,569 
 
16,701,297
 
74,185
 
17,339,183 
 
16,264,186 
         
Net assets represented by
                                           
           
Contracts in accumulation period
$
2,485,533   
$
12,325,939   
$
43,600,444 
$
14,785,173 
$
13,288,993   
$
3,336,284 
$
8,906,569 
$
16,701,297
$
74,185 
$
17,339,183 
$
16,264,186 
See accompanying notes to financial statements
                                           
                                             
(1) Effective December 17, 2012, the Discovery Fund, the High Yield Fund and the Value Fund sub-accounts were renamed the Special Situations Fund, the Fund for Income and the Equity Income Fund, respectively.
   
 
 
 
 

 
 

FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
Statement of Operations
Year ended December 31, 2012
                                                         
                                                       
Target
               
Cash
Management
 
Fund for (1)
Income
 
Growth and
Income
 
Special (1)
Situations
 

International
 
Select Growth
 

Government
 
Investment
Grade
 
Total Return
 
Equity Income (1)
Maturity
2015
Investment income:
                                           
 
Income:
                                                 
   
Dividends
 
$
—    
$
809,769   
$
652,892   
$
95,191   
$
207,166   
$
1,773   
$
246,780   
$
665,212   
$
—    
$
342,915   
$
717,003   
 
Expenses:
                                               
   
Mortality and expense risks (note 5)
 
38,099   
 
172,720   
 
637,259   
 
221,124   
 
188,129   
 
44,467   
 
115,995   
 
221,044   
 
43   
 
252,169   
 
241,793   
   
Administrative charges (note 5)
 
1,612   
 
5,711   
 
27,423   
 
9,099   
 
7,458   
 
1,718   
 
4,289   
 
7,774   
 
—    
 
9,651   
 
8,155   
         
Total expenses
 
39,711   
 
178,431   
 
664,682   
 
230,223   
 
195,587   
 
46,185   
 
120,284   
 
228,818   
 
43   
 
261,820   
 
249,948   
         
Net investment income (loss)
 
(39,711)  
 
631,338   
 
(11,790)  
 
(135,032)  
 
11,579   
 
(44,412) 
 
126,496   
 
436,394   
 
(43)  
 
81,095   
 
467,055   
Realized gain on investments:
                                           
 
Realized gain distributions
 
—    
 
—    
 
—    
 
1,616,885   
 
—    
 
—    
 
—    
 
—    
 
—    
 
—    
 
178,915   
 
Realized gain (loss) on investments
 
—    
 
(124,135)  
 
428,304   
 
515,859   
 
23,914   
 
47,563   
 
26,836   
 
74,293   
 
—    
 
417,557   
 
191,510   
         
Realized gains (losses)
 
—    
 
(124,135)  
 
428,304   
 
2,132,744   
 
23,914   
 
47,563   
 
26,836   
 
74,293   
 
—    
 
417,557   
 
370,425   
Change in unrealized appreciation
                                           
 
(depreciation) on investments
 
—    
 
871,505   
 
6,134,917   
 
(742,642)  
 
2,275,570   
 
318,237 
 
(110,048)  
 
918,359   
 
581   
 
1,135,366 
 
(941,607) 
         
Net increase (decrease) in net
                                           
           
assets resulting from operations
$
(39,711)  
$
1,378,708   
$
6,551,431   
$
1,255,070   
$
2,311,063   
$
321,388
$
43,284   
$
1,429,046   
$
538   
$
1,634,018 
$
(104,127) 
See accompanying notes to financial statements
                                           
                                             
(1) Effective December 17, 2012, the Discovery Fund, the High Yield Fund and the Value Fund sub-accounts were renamed the Special Situations Fund, the Fund for Income and the Equity Income Fund, respectively.
   

 
 

 
 
FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
Statements of Changes in Net Assets
Years ended December 31, 2012 and 2011

               
Cash Management
 
Fund for Income (1)
 
Growth and Income
 
Special Situations (1)
 
Blue Chip
 
International
     
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
Increase (decrease) in net assets:
                                               
 
From operations:
                                               
   
Net investment income (loss)
$
(39,711)  
$
(42,402)  
$
631,338   
$
709,197   
$
(11,790)  
$
84,373   
$
(135,032)  
$
(160,901)  
$
—    
$
24,024   
$
11,579   
$
102,486   
   
Realized gain distributions
 
—    
 
—    
 
—    
 
—    
 
—    
 
—    
 
1,616,885   
 
—    
 
—    
 
—    
 
—    
 
—    
   
Realized gain (loss) on investments
 
—    
 
—    
 
(124,135)  
 
(166,571)  
 
428,304   
 
(256,604)  
 
515,859   
 
690,900   
 
—    
 
1,743,180   
 
23,914   
 
(188,485)  
   
Change in unrealized appreciation (depreciation) on investments
 
—    
 
—    
 
871,505   
 
(49,790)  
 
6,134,917   
 
489,833   
 
(742,642)  
 
(411,604)  
 
—    
 
(1,758,250)  
 
2,275,570   
 
(30,197)  
         
Net increase in net assets resulting from operations
 
(39,711)  
 
(42,402)  
 
1,378,708   
 
492,836   
 
6,551,431   
 
317,602   
 
1,255,070   
 
118,395   
 
—    
 
8,954   
 
2,311,063   
 
(116,196)  
 
From contract transactions:
                                               
   
Net insurance premiums from contract owners
 
2,450   
 
(3,150)  
 
166,663   
 
131,780   
 
412,001   
 
350,415   
 
231,299   
 
273,518   
 
—    
 
109,064   
 
192,609   
 
157,470   
   
Transfers between sub-accounts
 
207,194   
 
1,384,988   
 
198,919   
 
761,023   
 
(1,732,055)  
 
13,091,381   
 
(573,103)
 
(244,790)
 
—    
 
(14,292,601)
 
(452,135)  
 
(157,005)
   
Transfers for contract benefits and terminations
 
(1,057,085)  
 
(1,753,906)  
 
(1,519,337)
 
(1,189,836)
 
(4,972,220)
 
(3,674,884)
 
(1,604,843)
 
(1,942,186)
 
—    
 
(1,966,167)
 
(1,464,763)
 
(1,339,145)
         
Increase (decrease) in net assets derived from
                                               
           
contract transactions
 
(847,441)  
 
(372,068)  
 
(1,153,755)
 
(297,033)  
 
(6,292,274)
 
9,766,912  
 
(1,946,647)
 
(1,913,458)
 
—    
 
(16,149,704)
 
(1,724,289)
 
(1,338,680)
         
Net increase (decrease) in net assets
 
(887,152)  
 
(414,470) 
 
224,953  
 
195,803   
 
259,157   
 
10,084,514 
 
(691,577)  
 
(1,795,063)
 
—    
 
(16,140,750)
 
586,774  
 
(1,454,876)
Net assets:
                                               
 
Beginning of year
 
3,372,685   
 
3,787,155   
 
12,100,986   
 
11,905,183 
 
43,341,287 
 
33,256,773 
 
15,476,750 
 
17,271,813 
 
—    
 
16,140,750 
 
12,702,219 
 
14,157,095 
 
End of year
$
2,485,533   
$
3,372,685   
$
12,325,939 
$
12,100,986 
$
43,600,444 
$
43,341,287 
$
14,785,173 
$
15,476,750 
$
—    
$
—    
$
13,288,993 
$
12,702,219 

 
 

 
 
FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
Statements of Changes in Net Assets
Years ended December 31, 2012 and 2011

   
Select Growth
 
Government
 
Investment Grade
 
Equity Income (1)
 
Target Maturity 2015
   
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
Increase (decrease) in net assets:
                                               
 
From operations:
                                               
   
Net investment income (loss)
$
(44,412)  
$
(35,209)  
$
126,496   
$
180,968   
$
436,394   
$
523,005   
$
(43)  
$
—    
$
81,095   
$
125,539   
$
467,055   
$
471,579   
   
Realized gain distributions
 
—    
 
—    
 
—    
 
—    
 
—    
 
—    
 
—    
 
—    
 
—    
 
—    
 
178,915   
 
263,897   
   
Realized gain (loss) on investments
 
47,563   
 
18,560   
 
26,836   
 
31,880   
 
74,293   
 
(4,522)  
 
—    
 
—    
 
417,557   
 
275,630   
 
191,510   
 
287,784   
   
Change in unrealized appreciation (depreciation) on investments
 
318,237   
 
94,765   
 
(110,048)  
 
116,984   
 
918,359   
 
202,981   
 
581   
 
—    
 
1,135,366   
 
(400,139)  
 
(941,607)  
 
13,108   
         
Net increase in net assets resulting from operations
 
321,388   
 
78,116   
 
43,284   
 
329,832   
 
1,429,046   
 
721,464   
 
538   
 
—    
 
1,634,018   
 
1,030   
 
(104,127)  
 
1,036,368   
 
From contract transactions:
                                               
   
Net insurance premiums from contract owners
 
112,893   
 
24,514   
 
48,104   
 
122,389   
 
113,232   
 
109,600   
 
—    
 
—    
 
174,386   
 
212,088   
 
237,155   
 
187,142   
   
Transfers between sub-accounts
 
398,861   
 
367,497   
 
1,160,314   
 
(486,038)  
 
1,835,393   
 
645,715   
 
73,647 
 
—    
 
(440,319)  
 
(80,294)  
 
(676,715)  
 
(989,876)  
   
Transfers for contract benefits and terminations
 
(236,157)  
 
(245,010)  
 
(887,939)  
 
(920,888)  
 
(1,934,505)
 
(1,663,716)
 
—    
 
—    
 
(1,879,476)
 
(2,061,858)
 
(1,378,298)
 
(1,902,322)
         
Increase (decrease) in net assets derived from
                                               
           
contract transactions
 
275,597   
 
147,001   
 
320,479   
 
(1,284,537)
 
14,120   
 
(908,401)  
 
73,647  
 
—    
 
(2,145,409) 
 
(1,930,064)
 
(1,817,858) 
 
(2,705,056) 
         
Net increase (decrease) in net assets
 
596,985   
 
225,117   
 
363,763   
 
(954,705)
 
1,443,166   
 
(186,937)  
 
74,185  
 
—    
 
(511,391)  
 
(1,929,034) 
 
(1,921,985) 
 
(1,668,688) 
Net assets:
                                               
 
Beginning of year
 
2,739,299   
 
2,514,182   
 
8,542,806   
 
9,497,511  
 
15,258,131  
 
15,445,068  
 
—    
 
—    
 
17,850,574  
 
19,779,608  
 
18,186,171  
 
19,854,859  
 
End of year
$
3,336,284   
$
2,739,299   
$
8,906,569   
$
8,542,806  
$
16,701,297  
$
15,258,131  
$
74,185  
$
—    
$
17,339,183  
$
17,850,574  
$
16,264,186  
$
18,186,171  
See accompanying notes to financial statements
                                               
                                                             
(1) Effective December 17, 2012, the Discovery Fund, the High Yield Fund and the Value Fund sub-accounts were renamed the Special Situations Fund, the Fund for Income and the Equity Income Fund, respectively.

 
 

 


FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
 
Notes to Financial Statements
 
December 31, 2012
 

(1)  
Organization
 
First Investors Life Variable Annuity Fund D (Separate Account D), a unit investment trust registered under the Investment Company Act of 1940 (the 1940 Act), is a segregated investment account established by First Investors Life Insurance Company (FIL) and exists in accordance with the regulations of the New York State Department of Financial Services. Assets of Separate Account D have been used to purchase shares of First Investors Life Series Funds (the Funds), an open-end diversified management investment company registered under the 1940 Act. The contract holder directs the deposits into the sub-accounts that comprise Separate Account D and bears the investment risk if the sub-accounts do not meet their stated investment objectives. The sub-accounts invest in the following underlying mutual fund portfolios: Cash Management, Fund for Income, Growth and Income, Special Situations, International, Select Growth, Government, Investment Grade, Opportunity, Total Return, Equity Income, and Target Maturity 2015. The Total Return Fund and the Opportunity Fund were launched on December 17, 2012.  There were no transactions in the Opportunity Fund sub-account in 2012.
 
In 2011, the Blue Chip merged into the Growth and Income Fund.  Effective December 17, 2012, the Discovery Fund, the High Yield Fund and the Value Fund sub-accounts were renamed the Special Situations Fund, the Fund for Income and the Equity Income Fund, respectively.

(2)  
Significant Accounting Practices
 
(a)  
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 estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
(b)  
Subsequent Events
 
Subsequent events after the balance sheet date through the date that the financial statements were available for issuance, April 12, 2013 have been evaluated in the preparation of the financial statements.
 
(c)  
Investments
 
Shares of the Funds held by Separate Account D are valued at net asset value per share of such Funds, which value its investment securities at fair value on a daily basis. All distributions received from the Funds are reinvested to purchase additional shares of the Funds at net asset value.  Investment transactions are accounted for on a trade date basis and average cost is the basis followed in determining the cost of investments sold for financial statement purposes.
 
(d)  
Investment Income
 
Investment income consists of dividends declared by the Funds and is recognized on the ex-dividend date.
 
 
 
 

 
FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
 
Notes to Financial Statements
 
December 31, 2012
 
(e)  
Federal Income Taxes
 
Separate Account D is not taxed separately because its operations are part of the total operations of FIL, which is taxed as a life insurance company under the Internal Revenue Code. Separate Account D will not be taxed as a regulated investment company under Subchapter M of the Code. Under existing Federal income tax law, no taxes are payable on the investment income or on the capital gains of Separate Account D.
 
(3)  
Investments
 
Investments consist of the following at December 31, 2012:

 
                   
Net asset
 
Market
   
               
Shares
 
value
 
value
 
Cost
First Investors Life Series Fund:
               
 
Cash Management
 
2,488,417
$
1.00
$
2,488,417
$
2,488,417
 
Fund for Income
 
1,810,959
 
6.81
 
12,340,275
 
12,555,526
 
Growth and Income
 
1,319,771
 
33.08
 
43,651,496
 
39,261,944
 
Special Situations
 
468,885
 
31.57
 
14,802,455
 
11,598,830
 
International
     
679,728
 
19.57
 
13,304,652
 
12,249,186
 
Select Growth
   
348,575
 
9.58
 
3,340,183
 
2,835,638
 
Government
     
855,606
 
10.42
 
8,916,890
 
8,703,819
 
Investment Grade
 
1,445,227
 
11.57
 
16,720,767
 
15,573,261
 
Total Return
     
7,476
 
9.93
 
74,228
 
73,647
 
Equity Income
   
1,061,362
 
16.36
 
17,359,464
 
14,290,494
 
Target Maturity 2015
 
1,044,881
 
15.58
 
16,283,208
 
15,228,175
 
The cost of purchases and proceeds from sale of investments for the year ended December 31, 2012 were as follows:
 
               
Purchases
 
Sales
Cash Management
$
65,991
$
1,097,896
Fund for Income
   
1,206,693
 
1,697,414
Growth and Income
 
1,064,893
 
7,305,671
Special Situations
   
1,943,376
 
2,384,667
International
       
399,775
 
2,104,446
Select Growth
     
513,527
 
281,597
Government
       
1,455,198
 
1,007,847
Investment Grade
   
2,606,057
 
2,161,442
Total Return
       
73,647
 
Equity Income
     
517,301
 
2,560,781
Target Maturity 2015
 
1,133,072
 
2,303,762

 
 

 
FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
 
Notes to Financial Statements
 
December 31, 2012

Separate Account D utilizes various methods to measure the fair value of its financial instruments on a recurring basis. Generally accepted accounting principles establish a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are described below:
 
Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities that Separate Account D has the ability to access.
 
Level 2 – observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
 
Level 3 – unobservable inputs for the asset and liability, to the extent relevant inputs are not available, representing Separate Account D’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
 
The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
 
The summary of inputs used to value Separate Account D’s investments as of December 31, 2012 is as follows:
 
                       
Level 2
   
                       
other
 
Level 3
                   
Level 1
 
significant
 
significant
                   
Quoted
 
observable
 
unobservable
               
Total
 
prices
 
inputs
 
inputs
Cash Management
$
2,488,417
$
2,488,417
$
$
Fund for Income
   
12,340,275
 
12,340,275
 
 
Growth and Income
 
43,651,496
 
43,651,496
 
 
Special Situations
   
14,802,455
 
14,802,455
 
 
International
       
13,304,652
 
13,304,652
 
 
Select Growth
     
3,340,183
 
3,340,183
 
 
Government
       
8,916,890
 
8,916,890
 
 
Investment Grade
   
16,720,767
 
16,720,767
 
 
Total Return
       
74,228
 
74,228
 
 
Equity Income
     
17,359,464
 
17,359,464
 
 
Target Maturity 2015
 
16,283,208
 
16,283,208
 
 
             
$
149,282,035
$
149,282,035
$
$
                             
 
There were no transfers between Level 1 and Level 2 or Level 3 during the year ended December 31, 2012.
 
 
 
 

 
FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND D
 
Notes to Financial Statements
 
December 31, 2012
 
(4)  
Changes in Units
 
The changes in units outstanding for the years ended December 31, 2012 and 2011 were as follows:
 
               
2012
         
2011
       
                       
Net
         
Net
               
Units
 
Units
 
increase
 
Units
 
Units
 
increase
               
issued
 
redeemed
 
(decrease)
 
issued
 
redeemed
 
(decrease)
Cash Management
   
79,723
 
(151,777)
 
(72,054)
 
200,537
 
(231,138)
 
(30,601)
Fund for Income
       
32,480
 
(101,130)
 
(68,650)
 
65,185
 
(84,706)
 
(19,521)
Growth and Income
     
25,992
 
(375,941)
 
(349,949)
 
860,729
 
(260,858)
 
599,871
Special Situations
     
16,933
 
(136,118)
 
(119,185)
 
38,444
 
(163,385)
 
(124,941)
Blue Chip
         
 
 
 
12,775
 
(1,486,992)
 
(1,474,217)
International
       
20,658
 
(122,175)
 
(101,517)
 
30,254
 
(118,185)
 
(87,931)
Select Growth
       
66,374
 
(33,756)
 
32,618
 
50,926
 
(33,737)
 
17,189
Government
         
76,573
 
(58,997)
 
17,576
 
29,907
 
(104,493)